UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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Item 1.01 |
Entry into a Material Definitive Agreement. |
As previously announced in July, 2019, Universal Health Services, Inc. (“we”, the “Company”) had reached an agreement in principle with the Department of Justice’s Civil Division, and various states’ attorneys general offices, to resolve the civil aspects of the government’s investigation of our behavioral health care facilities for $127 million subject to requisite approvals and preparation and execution of definitive settlement and related agreements.
On July 6, 2020, pursuant to terms and amounts consistent with the previously announced agreement in principle, definitive settlement agreements (“Settlement Agreements”) were fully executed thereby resolving this matter.
The Company denies the allegations raised in this matter and the settlement does not constitute an admission of facts or liability by the Company or any of its subsidiary behavioral health facilities.
Pursuant to the terms of the settlement agreements, on July 9, 2020, we made net aggregate payments of approximately $117.3 million, before accrued interest and related fees, costs and individual claims due to or on behalf of third-parties, consisting of the following:
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$88.1 million pursuant to the terms of the agreement with the Department of Justice (“DOJ”) and Office of Inspector General for the United States Department of Health and Human Services (“OIG”); |
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$28.9 million to various individual states that participated in the settlement; |
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$10.0 million in connection with the settlement of the U.S. ex rel Escobar v. Universal Health Services, Inc. et.al. and U.S. et. al. ex rel Correa et. al. v. Universal Health Services, Inc. et. al. matters, False Claims Act cases filed against Universal Health Services, Inc., UHS of Delaware, Inc. and HRI Clinics, Inc. d/b/a Arbour Counseling Services in U.S. District Court for the District of Massachusetts; |
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less approximately $9.7 million of aggregate funds previously withheld from us in connection with the previously disclosed River Point Behavioral Health payment suspension and a suspension of payments to the Lawrence campus of Arbour Counseling Services associated with the Escobar matter. These previously withheld amounts are credited against the amounts due from us under the Settlement Agreements. As a condition of the settlement, the payment suspension at River Point will be lifted. The Lawrence campus of Arbour Counseling was previously closed by us. |
In addition, we have also reached agreement in principle resolving all claims for attorneys’ fees and costs of the relators, as well as any individual claims of the relators, amounting to approximately $6.0 million in the aggregate, pending finalization and execution of the remaining settlement agreements with the relators.
We also paid accrued interest on the settlement amounts for certain specified periods of approximately two months or less at annual rates of either 2.125% or 1.250% which amounted to approximately $230,000 in the aggregate.
We had previously established a pre-tax reserve in connection with the settlements and matters discussed above, which includes related fees and costs due to or on behalf of third-parties, which amounted to approximately $134 million at both March 31, 2020 and December 31, 2019. The final aggregate settlement amounts, together with accrued interest and related fees and costs, did not differ materially from the previously established reserves.
Under the settlement agreements, the United States and the participating states agree to release the Company and its behavioral health subsidiaries from any civil or administrative monetary liability arising from the Covered Conduct as specified in the Agreements. Additionally, under the settlement agreement, the United States, participating states and the relators agreed to dismiss the civil actions filed by the relators under the qui tam provisions of the federal False Claims Act, and the OIG agrees, conditioned upon the Company’s full payment of the settlement payment, and in consideration of the Company’s obligations under the Corporate Integrity Agreement (as described below), to release its permissive exclusion rights and refrain from instituting any administrative action seeking to exclude the Company or any Company behavioral health subsidiaries from participating in Medicare, Medicaid or other Federal health care programs as a result of the Covered Conduct. The Settlement Agreements contain other terms and conditions and the foregoing description of the Settlement Agreements are qualified in its entirety by reference to the full text of those agreements, which are attached as Exhibit 10.1 and 10.2 hereto and incorporated herein by reference.
In connection with the resolution of this matter, and in exchange for the OIG’s agreement not to exclude the Company and its behavioral health subsidiaries from participating in the federal health care programs, the Company entered into a five-year corporate integrity agreement (the “Corporate Integrity Agreement”) with the OIG. The Corporate Integrity Agreement imposes compliance, monitoring, reporting, certification, oversight, screening and training obligations on the Company and its behavioral health facilities, certain of which have previously been implemented. The Corporate Integrity Agreement contains other terms and conditions and the foregoing description of the Corporate Integrity Agreement is qualified in its entirety by reference to the full text of that agreement, which is attached as Exhibit 10.3 hereto and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On July 10, 2020, we issued a press release announcing that we had finalized the resolution of the matters discussed above. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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10.1 |
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10.2 |
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Form of Settlement Agreement between various states and Universal Health Services, Inc. and UHS of Delaware, Inc., acting on behalf of the entities listed on Exhibits A and B. |
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10.3 |
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99.1 |
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Press Release issued on July 10, 2020.
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Universal Health Services, Inc. |
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By: |
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/s/ Steve Filton |
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Name: Steve Filton |
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Title: Executive Vice President and Chief Financial Officer |
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Date: July 10, 2020
EXHIBIT 10.1
SETTLEMENT AGREEMENT
This Settlement Agreement (also “Agreement”) is entered into among: (i) the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General (OIG-HHS) of the Department of Health and Human Services (HHS); the Defense Health Agency (DHA), acting on behalf of the TRICARE Program; the Office of Personnel Management (OPM), which administers the Federal Employees Health Benefits Program (FEHBP); and the United States Department of Veteran Affairs (VA) (collectively, the “United States”); (ii) Universal Health Services, Inc. (“UHS, Inc.”) and UHS of Delaware, Inc. (“UHS of Delaware, Inc.”), acting on behalf of the entities listed on Exhibits A and B, (collectively the “Defendants” or “UHS”); and (iii) Carmella Gardner, Ricky Naylor, Ashok Jain, Sheralyn (Chisholm) Rosser, Dionna D. Carter, Angela Coleman, Sami Hassan, Judy Pate, June P. Brinson, Barbara A. Burke, Adrienne D. Reynolds, Demeka N. Smith, Lisa P. Torras, Inez Mitchell-Warrick, Tiffany Mitchell, Russell Peterson, Deborah Conaway, Aloma Bryan, Delores Henderson, Carrie Eborall, Matthew Sachs, Laurie Dierstein, Steven G. Klotz, Wayne Brockman, Angelique Epps, Nicole Lloyd-Harden, Wayne Petersen, Jr., Lavar Reynolds, Wendell Ray Scott, Constantine Johnson, Thomas Glass, Heidi Parent-Leonard, Kenneth Russell, Yvette Gates, Sandra McLauchlin, and Christina Varner (collectively, the “Relators”) (the United States, UHS, and Relators are hereafter collectively referred to as “the Parties”), through their authorized representatives.
RECITALS
A.UHS, Inc. is a for-profit holding company which directly or indirectly owns the assets or stock of inpatient and residential psychiatric and behavioral health facilities, namely those listed in Exhibits A and B to this Agreement, that provide services to individuals, including beneficiaries of various federal health care programs. UHS of Delaware, Inc. is a subsidiary of
UHS, Inc., which provides management services to other subsidiaries of UHS, Inc. including inpatient and residential psychiatric and behavioral health facilities, namely those listed in Exhibits A and B to this Agreement, that provide services to individuals, including beneficiaries of various federal health care programs.
B.Pursuant to the qui tam provisions of the False Claims Act, 31 U.S.C. § 3730(b), the Relators have filed the following civil actions (collectively the “Civil Actions”):
(1) On May 22, 2012, Carmella Gardner filed a qui tam action in the United States District Court for the Middle District of Florida captioned United States ex rel. Gardner v. Universal Health Services, Inc., No. 3:12-CV-608-3-34. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:17-cv-03332-AB.
(2)On September 21, 2012, Ricky Naylor filed a qui tam action in the United States District Court for the Northern District of Illinois captioned United States ex rel. Naylor v. Universal Health Services, Inc., No. 12-cv-7552. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:14-cv-06198-AB.
(3) On November 6, 2013, Ashok Jain filed a qui tam action in the United States District Court for the Eastern District of Pennsylvania captioned United States ex rel. Jain v. Universal Health Services, Inc., et al., No. 2:13-cv-06499-AB.
(4)On December 17, 2013, Sheralyn Chisholm filed a qui tam action in the United States District Court for the Northern District of Georgia captioned United States ex rel. Chisholm v. Universal Health Services, Inc., et al., No. 13-CV-4172. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:17-cv-01892-AB.
(5)On February 12, 2014, Dionna D. Carter, Angela Coleman, Sami Hassan, and ABC, LLC, filed a qui tam action in the United States District Court for the Eastern District of Pennsylvania captioned United States ex rel. Doe, et al. v. Universal Health Services, Inc., et al.,
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No. 2:14-cv-00921. On March 26, 2020, ABC, LLC filed a notice voluntarily dismissing all of its claims with prejudice.
(6)On April 10, 2014, Judy Pate filed a qui tam action in the United States District Court for the Southern District of Texas captioned United States ex rel. Pate v. Behavioral Hospital of Bellaire, et al., No. 15-554. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:15-cv-00554-AB.
(7)On April 22, 2014, June P. Brinson, Barbara A. Burke, Adrienne D. Reynolds, Demeka N. Smith, Lisa P. Torras, and Inez Mitchell-Warrick filed a qui tam action in the United States District Court for the Middle District of Georgia captioned United States ex rel. Brinson, et al. v. Universal Health Services, Inc., et al., No. 5:14-CV-157. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:14-cv-07275-AB.
(8)On May 28, 2014, Tiffany Mitchell filed a qui tam action in the United States District Court for the Middle District of Georgia captioned United States ex rel. Mitchell v. Turning Point Care Center, Inc., et al., No. 7:14-cv-00081-HL. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:15-cv-00259-AB.
(9)On August 8, 2014, Russell Peterson filed a qui tam action in the United States District Court for the District of Utah captioned United States ex rel. Peterson v. Universal Health Services, Inc., et al., No. 2:14-cv-00582. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:17-cv-01897-AB.
(10)On September 2, 2015, Debra Conaway, Aloma Bryan, and Delores Henderson filed a qui tam action in the United States District Court for the Northern District of Georgia captioned United States ex rel. Conaway, et al. v. Universal Health Services, Inc., et al., No. 1:15-CV-3094. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:17-cv-02233-AB.
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(11)On October 27, 2016, Carrie Eborall filed a qui tam action in the United States District Court for the District of Oregon captioned United States ex rel. Eborall v. Universal Health Services, Inc., et al., No. 3:16-cv-02065-YY. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:17-cv-03249-AB.
(12)On December 8, 2016, Dr. Matthew Sachs and Laurie Dierstein filed a qui tam action in the United States District Court for the Eastern District of Virginia captioned United States ex rel. Sachs, et al. v. Universal Health Services, Inc., et al., No. 2:16-cv-00705. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:17-cv-03604-AB.
(13)On June 19, 2017, Dr. Steven G. Klotz filed a qui tam action in the United States District Court for the Middle District of Pennsylvania captioned United States ex rel. Klotz v. Universal Health Services, Inc., et al., No. 1:17-cv-1101. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:17-cv-05163-AB.
(14)On August 25, 2017, Wayne Brockman, Angelique Epps, Nicole Lloyd-Harden, Wayne Petersen, Jr., Lavar Reynolds, Wendell Ray Scott, and Constantine Johnson filed a qui tam action in the United States District Court for the Eastern District of Virginia captioned United States ex rel. Brockman, et al. v. Universal Health Services, Inc., et al., No. 4:17-cv-103. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:17-cv-05350-AB.
(15)On June 25, 2018, Thomas Glass filed a qui tam action in the United States District Court for the Western District of Virginia captioned United States ex rel. Glass v. Hughes Center, LLC., et al., No. 4:18-CV-00037. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:18-04018-AB.
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(16)On December 26, 2018, Heidi Parent-Leonard filed a qui tam action in the United States District Court for the Western District of Michigan captioned United States ex rel. Parent-Leonard v. Forest View Psychiatric Hospital, et al., No. 1:18-cv-1426.
(17)On February 13, 2019, Kenneth Russell and Yvette Gates filed a qui tam action in the United States District Court for the Northern District of Georgia captioned United States ex rel. Russell, et al. v. Universal Healthcare Services, Inc., et al., No. 1:19-CV-0764.
(18)On June 21, 2019, Sandra McLauchlin and Christina Varner filed an Amended Complaint in a qui tam action in the United States District Court for the Eastern District of Michigan captioned United States ex rel. McLauchlin, et al. v. Havenwyck Holdings, Inc., et al., No. 2:19-cv-10832.
C.The United States contends that UHS submitted or caused to be submitted claims for payment to: the Medicare Program, Title XVIII of the Social Security Act, 42 U.S.C. §§ 1395-1395kkk-1 (“Medicare”); the Medicaid Program, 42 U.S.C. §§ 1396-1396w‑5 (“Medicaid”); the TRICARE Program, 10 U.S.C. §§ 1071-1110b (“TRICARE”); the FEHBP,
5 U.S.C. §§ 8901‑8914; and the Department of Veterans Affairs, Veterans Health Administration, 38 U.S.C. Chapter 17.
D.The United States contends that it has certain civil claims against UHS arising from the following conduct:
(1) during the period from January 1, 2006, through December 31, 2018, UHS, Inc., UHS of Delaware, Inc., and the entities listed on Exhibit A, submitted or caused to be submitted false claims for inpatient behavioral health services provided to Medicare, Tricare, FEHB, and VA beneficiaries at the facilities listed on Exhibit A, resulting from UHS’s (i) admission of beneficiaries who were not eligible for inpatient or residential treatment, (ii) failure to properly discharge beneficiaries when they no longer needed inpatient or residential treatment, (iii)
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improper and excessive lengths of stay, (iv) failure to provide adequate staffing, training, and/or supervision of staff, (v) billing for services not rendered, (vi) improper use of physical and chemical restraints and seclusion; and (vii) failure to provide inpatient acute or residential care in accordance with federal and state regulations, including, but not limited to, failure to develop and/or update individualized assessments and treatment plans, failure to provide adequate discharge planning, and failure to provide required individual and group therapy;
(2) during the period from January 1, 2007, through December 31, 2018, UHS, Inc., UHS of Delaware, Inc., and the entities listed on Exhibit A submitted or caused to be submitted false claims for services provided to Medicaid beneficiaries at the facilities listed on Exhibit A, resulting from UHS’s (i) admission of beneficiaries who were not eligible for inpatient or residential treatment, (ii) failure to properly discharge beneficiaries when they no longer needed inpatient or residential treatment, (iii) improper and excessive lengths of stay, (iv) failure to provide adequate staffing, training, and/or supervision of staff, (v) billing for services not rendered, (vi) improper use of physical and chemical restraints and seclusion; and (vii) failure to provide inpatient acute or residential care in accordance with federal and state regulations, including, but not limited to, failure to develop and/or update individualized assessments and treatment plans, failure to provide adequate discharge planning, and failure to provide required individual and group therapy;
(3) during the period from January 1, 2010, through December 31, 2018, UHS, Inc., UHS of Delaware, Inc., and the entities listed on Exhibit B, submitted or caused to be submitted false claims for services provided to Medicare, Medicaid, Tricare, FEHB, and VA beneficiaries at the facilities listed on Exhibit B, resulting from UHS’s (i) admission of beneficiaries who were not eligible for inpatient or residential treatment, (ii) failure to properly discharge beneficiaries when they no longer needed inpatient or residential treatment, (iii) improper and excessive lengths of
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stay, (iv) failure to provide adequate staffing, training, and/or supervision of staff, (v) billing for services not rendered, (vi) improper use of physical and chemical restraints and seclusion; and (vii) failure to provide inpatient acute or residential care in accordance with federal and state regulations, including, but not limited to, failure to develop and/or update individual assessments and treatment plans, failure to provide adequate discharge planning, and failure to provide required individual and group therapy.
The conduct described in this Paragraph is referred to below as the “Covered Conduct.”
E.Each of the facilities listed on Exhibits A or B and marked with an asterisk (*) are facilities that UHS acquired from Ascend Health Corp. on October 10, 2012. Each of the facilities listed on Exhibits A or B and marked with a double asterisk (**) are facilities that UHS acquired from Psychiatric Solutions, Inc. f/k/a Premier Behavioral Solutions, Inc., on November 15, 2010. Accordingly, some of the Covered Conduct took place before UHS acquired the facilities at issue.
F.This Settlement Agreement is neither an admission of liability by UHS nor a concession by the United States that its claims are not well founded. UHS, including UHS, Inc., UHS of Delaware, and the entities or facilities listed in Exhibits A and B, denies that it engaged in the alleged conduct described in Paragraph D.
G.Each Relator claims entitlement under 31 U.S.C. § 3730(d) to a share of the proceeds of this Settlement Agreement.
H.Relators also claim entitlement to recover from UHS reasonable expenses, attorneys’ fees and costs, pursuant to 31 U.S.C. § 3730(d), and in several of the Civil Actions, certain Relators assert claims against UHS for claims arising from Relators’ employment with UHS. UHS denies that each of the Relators is entitled to expenses, attorneys’ fees, and costs,
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and denies the claims arising from Relators’ employment with UHS. Relators and UHS will resolve those claims separately from this Agreement through settlement or litigation.
I.UHS has entered into, or will be entering into, separate settlement agreements, described in Paragraph 1b. below, (the “Medicaid State Settlement Agreements”) with the states (the “Medicaid Participating States”) in settlement of the conduct released in those separate Medicaid State Settlement Agreements.
To avoid the delay, uncertainty, inconvenience, and expense of protracted litigation of the above claims, and in consideration of the mutual promises and obligations of this Settlement Agreement, the Parties agree and covenant as follows:
TERMS AND CONDITIONS
1.UHS shall pay to the United States and the Medicaid Participating States One Hundred Seventeen Million Dollars ($117,000,000) (“Total Settlement Amount”), plus interest on the Total Settlement Amount accruing at an annual rate of 2.125 percent from June 6, 2020 until the date of payment. The Total Settlement Amount shall be paid, subject to the provisions of Paragraph 14 below, as follows:
(a)UHS shall pay to the United States the sum of $88,124,761.27, of which $49,937,364.72 is restitution, plus accrued interest as set forth above (“Federal Settlement Amount”), no later than 10 business days after the Effective Date of this Agreement by electronic funds transfer pursuant to written instructions to be provided by the Civil Division of the Department of Justice.
(b)UHS shall collectively pay to the Medicaid Participating States the total sum of $28,875,238.73, of which $16,362,635.28 is restitution, plus accrued interest (“State Settlement Amount”) as set pursuant to written instructions from the National Association of Medicaid
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Fraud Control Units (“NAMFCU”) State Team and under the terms and conditions of the separate agreements that UHS will enter into with the Medicaid Participating States.
2.Conditioned upon the United States receiving the Federal Settlement Amount from UHS and as soon as feasible after receipt, the United States shall pay $15,862,457.03 to counsel for Relator Carmella Gardner, as Escrow Agent for all Relators and their counsel pursuant to the terms of a separate agreement reached between and among all Relators on or about March 11, 2020, regarding the division of relator share.
3.Subject to the exceptions in Paragraph 8 (concerning excluded claims) below, and conditioned upon UHS’s full payment of the Total Settlement Amount, the United States releases UHS, Inc., UHS of Delaware, Inc., and the entities listed on Exhibits A and B, together with their current and former parent corporations, partnerships, joint ventures, limited liability company owners and other parent entities; direct and indirect subsidiaries; brother or sister corporations; divisions; current or former corporate owners; and the corporate successors and assigns of any of them, from any civil or administrative monetary claim the United States has for the Covered Conduct under the False Claims Act, 31 U.S.C. §§ 3729-3733; the Civil Monetary Penalties Law, 42 U.S.C. § 1320a-7a; the Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801-3812; or the common law theories of payment by mistake, unjust enrichment, and fraud.
4.Subject to the exceptions in Paragraph 18 below, and conditioned upon UHS’s full payment of the total Settlement Amount as defined in this Agreement, Relators, for themselves and for their heirs, successors, agents, and assigns, and for all other persons, firms, partnerships, or corporations with whom Relators have been or may later be affiliated (collectively “Releasors”), release UHS and the facilities listed in Exhibits A and B to this Agreement, as well as current and former parent corporations, partnerships, joint ventures, limited liability company owners, and other parent entities, direct and indirect subsidiaries,
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brother or sister corporations, divisions, affiliates, current or former corporate owners, and the corporate successors and assigns of any of them and their current and former officers, directors, employees, and agents, individually and collectively (collectively “Releasees”), from any and all claims that Releasors have on behalf of the United States for the Covered Conduct under the False Claims Act, 31 U.S.C. § 3729-3733 (“FCA”), and from any and all claims, rights, demands, suits, matters, issues, actions, causes of action, liabilities, damages, losses, obligations, sanctions, costs, loss of services, loss of earnings, compensation of any nature whatsoever, that the Releasors have or may have had from the beginning of time through the Effective Date of this Agreement, whether known or unknown, contingent or absolute, for damages (compensatory or punitive), injunctive relief or any other remedy, whether for violation of the FCA or any state analog, that Releasors may have, may gain, or may assert against Releasees, provided, however, that nothing herein shall be deemed as a release by the Releasors of Releasees concerning their respective existing claims for costs, fees and expenses pursuant to 31 U.S.C. § 3730(d), or a release by the Releasors of Releasees of their respective pending retaliation claims pursuant to 31 U.S.C. § 3730(h) or any state analog. No agreement concerning reasonable expenses, attorneys’ fees and costs has been reached to date. UHS retains and is not releasing its right to contest on any basis any Relator claim to an award of expenses, attorneys’ fees, and costs.
5.In consideration of the obligations of UHS in this Agreement and the Corporate Integrity Agreement (CIA) entered into between OIG-HHS and UHS, and conditioned upon UHS’s full payment of the Total Settlement Amount, the OIG-HHS agrees to release and refrain from instituting, directing, or maintaining any administrative action seeking exclusion from Medicare, Medicaid, and other Federal health care programs (as defined in 42 U.S.C. § 1320a-7b(f)) against UHS, including all facilities listed on Exhibits A and B, under 42 U.S.C. § 1320a-7a (Civil Monetary Penalties Law) or 42 U.S.C. § 1320a-7(b)(7) (permissive exclusion for fraud,
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kickbacks, and other prohibited activities) for the Covered Conduct, except as reserved in this Paragraph and in Paragraph 8 (concerning excluded claims), below. The OIG-HHS expressly reserves all rights to comply with any statutory obligations to exclude UHS from Medicare, Medicaid, and other Federal health care programs under 42 U.S.C. § 1320a-7(a) (mandatory exclusion) based upon the Covered Conduct. Nothing in this Paragraph precludes the OIG-HHS from taking action against entities or persons, or for conduct and practices, for which claims have been reserved in Paragraph 8, below.
6.In consideration of the obligations of UHS set forth in this Agreement, and conditioned upon UHS’s full payment of the Total Settlement Amount, DHA agrees to release and refrain from instituting, directing, or maintaining any administrative action seeking exclusion from the TRICARE Program against UHS, and the facilities listed in Exhibits A and B, under 32 C.F.R. § 199.9 for the Covered Conduct, except as reserved in this Paragraph and in Paragraph 8 (concerning excluded claims), below. DHA expressly reserves authority to exclude UHS from the TRICARE Program under 32 C.F.R. §§ 199.9 (f)(1)(i)(A), (f)(1)(i)(B), and (f)(1)(iii) (mandatory exclusion), based upon the Covered Conduct. Nothing in this Paragraph precludes DHA or the TRICARE Program from taking action against entities or persons, or for conduct and practices, for which claims have been reserved in Paragraph 8, below.
7.In consideration of the obligations of UHS in this Agreement, and conditioned upon UHS’s full payment of the Total Settlement Amount, OPM agrees to release and refrain from instituting, directing, or maintaining any administrative action seeking exclusion from the FEHBP against UHS, and the facilities listed in Exhibits A and B, under 5 U.S.C. § 8902a or 5 C.F.R. Part 890 Subpart J or Part 919 for the Covered Conduct, except as reserved in this Paragraph and in Paragraph 8 (concerning excluded claims), below, and except if excluded by the OIG-HHS pursuant to 42 U.S.C. § 1320a-7(a). OPM expressly reserves all rights to comply
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with any statutory obligation to debar UHS from the FEHBP under 5 U.S.C. § 8902a(b) (mandatory exclusion) based upon the Covered Conduct. Nothing in this Paragraph precludes OPM from taking action against entities or persons, or for conduct and practices, for which claims have been reserved in Paragraph 8, below.
8.Notwithstanding the releases given in Paragraphs 3 through 7 of this Agreement, or any other term of this Agreement, the following claims of the United States are specifically reserved and are not released:
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Any liability arising under Title 26, U.S. Code (Internal Revenue Code); |
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Any criminal liability; |
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Except as explicitly stated in this Agreement, any administrative liability, including mandatory exclusion from Federal health care programs; |
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Any liability to the United States (or its agencies) for any conduct other than the Covered Conduct; |
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Any liability based upon obligations created by this Agreement; and |
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Any liability of individuals. |
9.Relators and their heirs, successors, attorneys, agents, and assigns shall not object to this Agreement but agree and confirm that this Agreement is fair, adequate, and reasonable under all the circumstances, pursuant to 31 U.S.C. § 3730(c)(2)(B), and that the portions of the Total Settlement Amount allocated to the Covered Conduct claims involving the Medicare program ($43,019,953.44); the Medicaid program ($57,750,477.46); the TRICARE program ($9,422,147.77); the FEHBP ($1,679,573.02); and the VA ($5,127,848.31) are also fair, adequate, and reasonable under all the circumstances. Conditioned upon Relator Gardner’s receipt of the payment described in Paragraph 2, Relators and their heirs, successors, attorneys, agents, and assigns fully and finally release, waive, and forever discharge the United States, its
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agencies, officers, agents, employees, and servants, from any claims arising from the filing of the Civil Actions or under 31 U.S.C. § 3730, and from any claims to a share of the proceeds of this Agreement and/or the Civil Actions.
10.UHS waives and shall not assert any defenses UHS may have to any criminal prosecution or administrative action relating to the Covered Conduct that may be based in whole or in part on a contention that, under the Double Jeopardy Clause in the Fifth Amendment of the Constitution, or under the Excessive Fines Clause in the Eighth Amendment of the Constitution, this Agreement bars a remedy sought in such criminal prosecution or administrative action.
11.UHS fully and finally releases the United States, its agencies, officers, agents, employees, and servants, from any claims (including attorney’s fees, costs, and expenses of every kind and however denominated) that UHS has asserted, could have asserted, or may assert in the future against the United States, its agencies, officers, agents, employees, and servants, related to the Covered Conduct and the United States’ investigation and prosecution thereof.
12. UHS fully and finally releases the Relators from any claims (including attorney’s fees, costs, and expenses of every kind and however denominated) that UHS has asserted, could have asserted, or may assert in the future against the Relators, related to their respective qui tam actions or the Covered Conduct and the Relators’ investigation and prosecution of those matters. UHS retains and is not releasing its right to contest any Relator claim to an award of expenses, attorneys’ fees, and costs. UHS also retains and is not releasing its right to contest any claims arising from any Relator’s employment with UHS.
13.Except as addressed in this Paragraph, the Total Settlement Amount shall not be decreased as a result of the denial of claims for payment now being withheld from payment by any Medicare contractor (e.g., Medicare Administrative Contractor, fiscal intermediary, carrier), Tricare, FEHBP, or VA, or any state payer, related to the Covered Conduct; and UHS agrees not
13
to resubmit to any Medicare contractor, Tricare, FEHBP, or VA, or any state payer any previously denied claims related to the Covered Conduct, agrees not to appeal any such denials of claims, and agrees to withdraw any such pending appeals. On April 3, 2014, the Centers for Medicare & Medicaid Services (“CMS”) suspended TBJ Behavioral Center LLC’s Medicare payments pursuant to 42 C.F.R. § 405.371(a)(2) based upon credible allegations of fraud. UHS and TBJ Behavioral Center LLC, d/b/a River Point Hospital, deny these grounds, and this Agreement is not a concession by UHS that the suspension was well-founded. The total amount held by the United States as a result of this payment suspension as of the Effective Date of this Agreement shall be defined as the “Suspended Amount.” UHS agrees that the United States shall retain the Suspended Amount forevermore. UHS expressly relinquishes any all rights of any kind that it may have with respect to the Suspended Amount, including, but not limited to, any and all claims or rights to have an overpayment determined under 42 C.F.R. § 405.372(c), any and all rights to payment of those funds, and any and all rights to appeal (whether formally or informally and whether administratively or judicially), the right of the United States and/or CMS to retain those funds, and any other rights UHS may have to challenge the withholding or the suspension in any respect. In exchange, the Federal Settlement Amount that UHS must pay to the United States, as set forth in Paragraph 1(a), shall be reduced by the Suspended Amount. The United States further agrees that the suspension of Medicare payments to TBJ Behavioral LLC shall be lifted as expeditiously as possible after the Effective Date of the Agreement.
14.UHS agrees to the following:
a.Unallowable Costs Defined: All costs (as defined in the Federal Acquisition Regulation, 48 C.F.R. § 31.205-47; and in Titles XVIII and XIX of the Social Security Act, 42 U.S.C. §§ 1395-1395kkk and 1396-1396w-5; and the regulations and official
14
program directives promulgated thereunder) incurred by or on behalf of UHS, its present or former officers, directors, employees, shareholders, and agents in connection with:
|
|
(1) |
the matters covered by this Agreement; |
|
|
(2) |
the United States’ audit(s) and civil and any criminal investigation(s) of the matters covered by this Agreement; |
|
|
(3) |
UHS’s investigation, defense, and corrective actions undertaken in response to the United States’ audit(s) and civil and any criminal investigation(s) in connection with the matters covered by this Agreement (including attorney’s fees); |
|
|
(4) |
the negotiation and performance of this Agreement; |
|
|
(5) |
the payment UHS makes to the United States pursuant to this Agreement and any payments that UHS may make to Relators, including costs and attorney’s fees; and |
|
|
(6) |
the negotiation of, and obligations undertaken pursuant to the CIA to: (i) retain an Independent Monitor and an independent review organization to perform reviews as described in Section III of the CIA; and (ii) prepare and submit reports to the OIG-HHS, |
are unallowable costs for government contracting purposes and under the Medicare Program, Medicaid Program, TRICARE Program, and FEHBP (hereinafter referred to as Unallowable Costs). However, nothing in paragraph 14.a.(6) that may apply to the obligations undertaken pursuant to the CIA affects the status of costs that are not allowable based on any other authority applicable to UHS.
b.Future Treatment of Unallowable Costs: Unallowable Costs shall be separately determined and accounted for in nonreimbursable cost centers by UHS, and UHS shall
15
not charge such Unallowable Costs directly or indirectly to any contracts with the United States or any State Medicaid program, or seek payment for such Unallowable Costs through any cost report, cost statement, information statement, or payment request submitted by UHS or any of its subsidiaries or affiliates to the Medicare, Medicaid, TRICARE, or FEHBP Programs.
c.Treatment of Unallowable Costs Previously Submitted for Payment: UHS further agrees that within 120 days of the Effective Date of this Agreement it shall identify to applicable Medicare and TRICARE fiscal intermediaries, carriers, and/or contractors, and Medicaid and FEHBP fiscal agents, any Unallowable Costs (as defined in this Paragraph) included in payments previously sought from the United States, or any State Medicaid program, including, but not limited to, payments sought in any cost reports, cost statements, information reports, or payment requests already submitted by UHS or any of its subsidiaries or affiliates, and shall request, and agree, that such cost reports, cost statements, information reports, or payment requests, even if already settled, be adjusted to account for the effect of the inclusion of the Unallowable Costs. UHS agrees that the United States, at a minimum, shall be entitled to recoup from UHS any overpayment plus applicable interest and penalties as a result of the inclusion of such Unallowable Costs on previously-submitted cost reports, information reports, cost statements, or requests for payment.
Any payments due after the adjustments have been made shall be paid to the United States pursuant to the direction of the Department of Justice and/or the affected agencies. The United States reserves its rights to disagree with any calculations submitted by UHS or any of its subsidiaries or affiliates on the effect of inclusion of Unallowable Costs (as defined in this Paragraph) on UHS or any of its subsidiaries or affiliates’ cost reports, cost statements, or information reports.
16
d.Nothing in this Agreement shall constitute a waiver of the rights of the United States to audit, examine, or re-examine UHS’s books and records to determine that no Unallowable Costs have been claimed in accordance with the provisions of this Paragraph.
15.In the event the United States conducts an investigation of individuals and entities not released in this Agreement, UHS agrees to cooperate fully and truthfully with the United States’ investigation of individuals and entities not released in this Agreement as to the Covered Conduct. Upon reasonable notice, UHS shall encourage, and agrees not to impair, the cooperation of its directors, officers, and employees, and shall use its best efforts to make available, and encourage, the cooperation of former directors, officers, and employees for interviews and testimony, consistent with the rights and privileges of such individuals. UHS further agrees to furnish to the United States, upon request, complete and unredacted copies of all non-privileged documents, reports, memoranda of interviews, and records in its possession, custody, or control concerning any investigation of the Covered Conduct that it has undertaken, or that has been performed by another on its behalf.
16.This Agreement is intended to be for the benefit of the Parties only. The Parties do not release any claims against any other person or entity, except to the extent provided for in Paragraph 17 (waiver for beneficiaries paragraph), below.
17.UHS agrees that it shall not seek further payment for any of the health care billings covered by this Agreement from any health care beneficiaries or their parents, sponsors, legally responsible individuals, or third party payors based upon the claims defined as Covered Conduct. This Agreement does not address whether individual health care beneficiaries or their parents, sponsors, legally responsible individuals, or third party payors have claims against UHS (or any facility listed in Exhibits A and B) or whether UHS (or any facility listed in Exhibits A and B) has any obligation to repay any monies paid by individual health care beneficiaries or
17
their parents, sponsors, legally responsible individuals, or third party payors for claims defined as Covered Conduct.
18.Upon receipt of the payment described in Paragraph 1, above, the United States will file a notice of partial intervention and settlement in each of the Civil Actions, which will be accompanied by a Notice of Dismissal executed by the plaintiff parties pursuant to Rule 41(a)(1). The Notice of Dismissal in United States ex rel. Parent-Leonard v. Forest View Psychiatric Hospital, et al., No. 1:18-cv-1426 (W.D. Mich.), will be as to claims asserted against Defendants Universal Health Services Inc., Forest View Psychiatric Hospital, Inc., and Forest View Psychiatric Hospital only; the claims asserted against Jahandar Saifollahi, M.D. and Behavioral Health Care, P.C. will not be dismissed and these claims are not released by the United States or by Relator Parent-Leonard as part of this Settlement Agreement. Each Notice of Dismissal shall be with prejudice as to the United States and Relators as to the Covered Conduct and with prejudice as to Relators and without prejudice as to the United States as to all other claims by Relators in the Civil Actions, except Relators’ existing claims for costs, fees, and expenses pursuant to 31 U.S.C. § 3730(d), or any retaliation claims pursuant to 31 U.S.C. § 3730(h), or any state analog.
19.Except as provided in any agreements between Relators and UHS for attorneys’ fees and costs, each Party shall bear its own legal and other costs incurred in connection with this matter, including the preparation and performance of this Agreement.
20.Each party and signatory to this Agreement represents that it freely and voluntarily enters in to this Agreement without any degree of duress or compulsion.
21.This Agreement is governed by the laws of the United States. The exclusive jurisdiction and venue for any dispute relating to this Agreement is the United States District Court for the District of Eastern District of Pennsylvania. For purposes of construing this
18
Agreement, this Agreement shall be deemed to have been drafted by all Parties to this Agreement and shall not, therefore, be construed against any Party for that reason in any subsequent dispute.
22.This Agreement constitutes the complete agreement between the Parties. This Agreement may not be amended except by written consent of the Parties.
23.The undersigned counsel represent and warrant that they are fully authorized to execute this Agreement on behalf of the persons and entities indicated below.
24.This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same Agreement.
25.This Agreement is binding on UHS’s successors, transferees, heirs, and assigns.
26.This Agreement is binding on Relators’ successors, transferees, heirs, and assigns.
27.All parties consent to the United States’ disclosure of this Agreement, and information about this Agreement, to the public.
28.This Agreement is effective on the date of signature of the last signatory to the Agreement (Effective Date of this Agreement). Facsimiles and electronic transmissions of signatures shall constitute acceptable, binding signatures for purposes of this Agreement.
19
DATED: BY:/s/ Sarah M. Arni
SARAH M. ARNI
Trial Attorney
Commercial Litigation Branch
Civil Division
United States Department of Justice
DATED: BY:/s/ William M. McSwain
WILLIAM M. McSWAIN
United States Attorney
Eastern District of Pennsylvania
GREGORY B. DAVID
Chief, Civil Division
CHARLENE KELLER FULLMER
Deputy Chief, Civil Division
STACEY L.B. SMITH
Assistant United States Attorney
DATED: BY:/s/ Lacy R. Harwell, Jr.
LACY R. HARWELL, JR.
Assistant United States Attorney
Middle District of Florida
DATED: BY:/s/ Adam B. Townshend
ADAM B. TOWNSHEND
Assistant United States Attorney
Western District of Michigan
DATED: BY:/s/ Mellori E. Lumpkin-Dawson
MELLORI E. LUMPKIN-DAWSON
Assistant United States Attorney
Northern District of Georgia
DATED: BY:/s/ Carolyn Bell Harbin
CAROLYN BELL HARBIN
Assistant United States Attorney
Eastern District of Michigan
20
LISA M. RE
Assistant Inspector General for Legal Affairs
Office of Counsel to the Inspector General
Office of Inspector General
United States Department of Health and Human Services
DATED: BY:/s/ Bryan T. Wheeler
BRYAN T. WHEELER
Acting General Counsel
Defense Health AgencyUnited States Department of Defense
DATED: BY:/s/ Edward M. Deharde
EDWARD M. DEHARDE
Assistant Director of Federal Employee
Insurance Operations
Healthcare and Insurance
United States Office of Personnel Management
DATED: BY:/s/ Paul N. St. Hillaire
PAUL N. ST. HILLAIRE
Senior Counsel/Debarring Official
Office of the Inspector General
United States Office of Personnel Management
21
DATED: BY:/s/ Matthew Klein
MATTHEW KLEIN
General Counsel for UHS
DATED: BY:/s/ Jonathan M. Phillips
JONATHAN M. PHILLIPS
Gibson, Dunn & Crutcher LLP
Counsel for UHS
22
DATED: BY:/s/ Carmella Gardner
Carmella Gardner
DATED: BY:/s/ Mark Schlein
Mark Schlein
Baum Hedlund Aristei & Goldman, PC
Counsel for Relator Carmella Gardner
23
Ricky Naylor
DATED: BY:/s/ Brendan Little
Brendan Little
Levy Konigsberg, LLP
Counsel for Relator Ricky Naylor
24
Ashok Jain
DATED: BY:/s/ Sherrie Savett
Sherrie Savett
Berger & Montague
Counsel for Relator Ashok Jain
25
DATED: BY:/s/ Sheralyn (Chisholm) Rosser
Sheralyn (Chisholm) ROSSER
DATED: BY:/s/ Mike Bothwell
MIKE BOTHWELL
Bothwell Law Group, P.C.
Counsel for Relator Sheralyn (Chisholm) Rosser
26
DATED: BY:/s/ Dionna D. Carter
Dionna D. Carter
DATED: BY:/s/ Angela Coleman
Angela Coleman
DATED: BY:/s/ Sami Hassan
Sami Hassan
DATED: BY:/s/ Christopher Nelson
Christopher Nelson
Weiser Law Firm
Counsel for Relators Carter, Coleman, and Hassan
27
Judy Pate
DATED: BY:/s/ Alfonso Kennard
Alfonso Kennard
Kennard Law
Counsel for Relator Judy Pate
28
June P. Brinson
DATED: BY:/s/ Barbara A. Burke
Barbara A. Burke
DATED: BY:/s/ Adrienne D. Reynolds
Adrienne D. Reynolds
DATED: BY:/s/ Demeka N. Smith
Demeka N. Smith
DATED: BY:/s/ Lisa P. Torras
Lisa P. Torras
DATED: BY:/s/ Inez Mitchell-Warrick
Inez Mitchell-Warrick
DATED: BY:/s/ Raymond Moss
Raymond Moss
Moss & Gilmore LLP
Counsel for Relators Brinson, Burke, Reynolds, Smith, Torras, and Mitchell-Warrick
29
DATED: BY:/s/ Tiffany Mitchell
Tiffany Mitchell
DATED: BY:/s/ William Hurlock
William Hurlock
Mueller Law, LLC
Counsel for Relator Tiffany Mitchell
30
DATED: BY:/s/ Russell Peterson
Russell Peterson
DATED: BY:/s/ Robert Sherlock
Robert Sherlock
Eisenberg Gilchrist & Cutt
Counsel for Relator Russell Peterson
31
Deborah Conaway
DATED: BY:/s/ Aloma Bryan
Aloma Bryan
DATED: BY:/s/ Delores Henderson
Delores Henderson
DATED: BY:/s/ David Stewart
David Stewart
Crowder Stewart
Counsel for Relators Conaway, Bryan, and Henderson
32
Carrie Eborall
DATED: BY:/s/ Brian Mahany
BRIAN MAHANY
Mahany Law
Counsel for Relator Carrie Eborall
33
Matthew Sachs
DATED: BY:/s/ Laurie Dierstein
Laurie Dierstein
DATED: BY:/s/ Jeffrey A. Breit
JeffREY A. Breit
Breit Drescher Imprevento, PC
Counsel for Relators Sachs and Dierstein
34
Steven G. Klotz
DATED: BY:/s/ Julie Grohovksy
Julie Grohovksy
Wu/Grohovsky, PLLC
Counsel for Relator Steven G. Klotz
35
Wayne Brockman
DATED: BY:/s/ Angelique Epps
Angelique Epps
DATED: BY:/s/ Nicole Lloyd-Harden
Nicole Lloyd-Harden
DATED: BY:/s/ Wayne Petersen, Jr.
Wayne Petersen, Jr.
DATED: BY:/s/ Lavar Reynolds
Lavar Reynolds
DATED: BY:/s/ Wendell Ray Scott
Wendell Ray Scott
DATED: BY:/s/ Constantine Johnson
Constantine Johnson
DATED: BY:/s/ Jamie Shoemaker
Jamie Shoemaker
Patten, Wornom, Hatten & Diamonstein
Counsel for Relators Brockman, Epps, Lloyd-Harden, Petersen, Jr., Reynolds, Scott, and Johnson
36
Thomas Glass
DATED: BY:/s/ John Thomas
John Thomas
Healy Hafemann Magee
Counsel for Relator Thomas Glass
37
DATED: BY:/s/ Heidi Parent-Leonard
Heidi Parent-Leonard
DATED: BY:/s/ Jason Marcus
Jason Marcus
Bracker & Marcus LLC
Counsel for Relator Parent-Leonard
38
Kenneth Russell
DATED: BY:/s/ Yvette Gates
Yvette Gates
DATED: BY:/s/ Larry Golston
LARRY GOLSTON
Beasley Allen
Counsel for Relators Russell and Gates
39
DATED: BY:/s/ Sandra McLauchlin
SANDRA MCLAUCHLIN
DATED: BY:/s/ Christina Varner
CHRISTINA VARNER
DATED: BY:/s/ Sarah S. Prescott
SARAH S. PRESCOTT
Salvatore Prescott & Porter PLLC
Counsel for Relators McLauchlin and Varner
40
|
|
|
Anchor Hospital (Southern Cresecent Behavioral Health System) Southern Crescent Behavioral Health - Anchor Hospital Campus |
|
Arbour Hospital |
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Behavioral Hospital of Bellaire* |
|
Cedar Hills Hospital (University Behavioral Health of Oregon, LLC)* |
|
Central Florida Behavioral Hospital |
|
Crescent Pines Hospital (Southern Crescent Behavioral Health System) Southern Crescent Behavioral Health - Crescent Pines Campus |
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Cypress Creek Hospital** |
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El Paso Behavioral Health System* |
|
Forest View Hospital |
|
Fuller Memorial Hospital (Arbour-Fuller Hospital) |
|
Harbor Point Behavioral Health Center, Inc. (f/k/a The Pines Residential Treatment Center/Brighton/Crawford)** |
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Hartgrove Hosptial (UHS of Hartgrove, Inc.) |
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Havenwyck Hospital** |
|
HRI Hospital |
|
The Hughes Center** |
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Kempsville Center for Behvaioral Health** |
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Keys of Carolina (Keystone Charlotte LLC) |
|
Kingwood Pines Hospital** |
|
Mayhill Hospital* |
|
Meadows Psychiatric Center |
|
NDA Behavioral Health System** |
|
Newport News Behavioral Health Center |
|
Old Vineyard Behavioral Health |
|
Peachford Behavioral Health System of Atlanta |
|
The Recovery Center* |
|
River Point Behavioral Health (TBJ Behavioral Center LLC)** |
|
Rock River Academy and Residential Center** |
|
Roxbury Treatment Center |
|
Saint Simons By the Sea (HHC St. Simons, Inc.) ** |
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Salt Lake Behavioral Health* |
|
Schick Shadel Hospital* |
|
Streamwood Behavioral Health System (BHC Streamwood Hospital, Inc.)** |
|
Turning Point Care Center (Turning Point Care Center, LLC) |
|
University Behavioral Center (Orlando, Florida) |
|
University Behavioral Health of Denton* |
|
Valley Hospital* |
|
Wekiva Springs Center** |
|
West Oaks Hospital** |
|
Westwood Lodge Hospital |
41
|
|
|
The facilities marked with an asterisk (*) are facilities that UHS acquired from Ascend Health Corp. on October 10, 2012. |
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|
The facilities marked with a double asterisk (**) are facilities that UHS acquired from Psychiatric Solutions, Inc. f/k/a Premiere Behavioral Solutions, Inc., on November 15, 2010. |
42
|
|
|
Facility Name |
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Alabama Clinical Schools |
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Alliance Health Center** |
|
Arrowhead Behavioral Health** |
|
Atlantic Shores Hospital |
|
Auburn Regional Medical Center Psychiatric Unit |
|
Aurora Pavilion Behavioral Health Services at Aiken Regional Medical Centers |
|
Austin Lakes Hospital** |
|
Austin Oaks Hospital** |
|
Belmont Pines Hospital** |
|
Benchmark Behavioral Health Systems** |
|
BHC Alhambra Hospital** |
|
Black Bear Lodge |
|
Bloomington Meadows Hospital |
|
Brentwood Behavioral Healthcare** |
|
Brentwood Hospital** |
|
Bristol Youth Academy |
|
Brooke Glen Behavioral Hospital** |
|
Brynn Marr Hospital** |
|
Canyon Ridge Hospital** |
|
Cedar Creek Hospital |
|
Cedar Grove Residential Treatment Center |
|
Cedar Ridge Behavioral Hospital |
|
Cedar Ridge Behavioral Hospital at Bethany |
|
Cedar Ridge Residential Treatment Center |
|
Cedar Springs Hospital** |
|
Centennial Peaks Hospital |
|
Center for Change |
|
Chicago Children’s Center for Behavioral Health** |
|
Chris Kyle Patriots Hospital |
|
Clarion Psychiatric Center |
|
Coastal Behavioral Health |
|
Coastal Harbor Treatment Center |
|
Columbus Behavioral Center for Children and Adolescents** |
|
Community Behavioral Health |
|
Compass Intervention Center |
|
Copper Hills Youth Center** |
|
Coral Shores Behavioral Health |
|
Cottonwood Treatment Center |
43
|
Cumberland Hospital** |
|
DeBarr Residential Treatment Center |
|
Del Amo Behavioral Health System |
|
Diamond Grove Center** |
|
Dover Behavioral Health System |
|
Emerald Coast Behavioral Hospital** |
|
Fairfax Behavioral Health** |
|
Fairfax Behavioral Health – Everett** |
|
Fairfax Behavioral Health – Monroe** |
|
Fairmount Behavioral Health System |
|
Fort Lauderdale Behavioral Health Center** |
|
Foundations Behavioral Health |
|
Foundations for Living |
|
Fox Run Center** |
|
Fremont Hospital** |
|
Friends Hospital** |
|
Garfield Park Behavioral Hospital |
|
Garland Behavioral Hospital |
|
Glen Oaks Hospital |
|
Gulf Coast Treatment Center** |
|
Gulf Coast Youth Academy |
|
Gulf Coast Youth Services** |
|
Gulfport Behavioral Health System |
|
Hampton Behavioral Health Center |
|
Heartland Behavioral Health Services** |
|
Heritage Oaks Hospital** |
|
Hermitage Hall |
|
Hickory Trail Hospital** |
|
Highlands Behavioral Health System |
|
Hill Crest Behavioral Health Services** |
|
Holly Hill Hospital** |
|
Horizon Health*** |
|
Hospital Panamericano Cidra** |
|
Hospital San Juan Capestrano |
|
Inland Northwest Behavioral Health |
|
Intermountain Hospital** |
|
Jefferson Trail Treatment Center for Children |
|
John Costigan Center |
|
Keystone Center |
|
King George School |
44
|
La Amistad Behavioral Health Services |
|
Lake Bridge Behavioral Health |
|
Lakeside Behavioral Health System |
|
Lancaster Behavioral Health Hospital |
|
Laurel Heights Hospital |
|
Laurel Oaks Behavioral Health Center** |
|
Laurel Ridge Treatment Center** |
|
Liberty Point Behavioral Healthcare** |
|
Lighthouse Behavioral Health Hospital** |
|
Lighthouse Care Center of Augusta** |
|
Lincoln Prairie Behavioral Health Center** |
|
Lincoln Trail Behavioral Health System |
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Manatee Palms Group Homes |
|
Manatee Palms Youth Services |
|
Marion Youth Center |
|
McDowell Center for Children |
|
Meridell Achievement Center |
|
Mesilla Valley Hospital** |
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Michiana Behavioral Health** |
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Midwest Center for Youth and Families |
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Millwood Hospital** |
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Mountain Youth Academy |
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Natchez Trace Youth Academy |
|
North Spring Behavioral Health** |
|
North Star Hospital |
|
Oak Plains Academy |
|
Okaloosa Youth Academy** |
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Palm Point Behavioral Health |
|
Palm Shores Behavioral Health Center** |
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Palmer Residential Treatment Center |
|
Palmetto Lowcountry Behavioral Health** |
|
Palmetto Pee Dee Behavioral Health** |
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Palmetto Summerville Behavioral Health** |
|
Palo Verde Behavioral Health |
|
Panamericano Ponce** |
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Panamericano San Juan** |
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Parkwood Behavioral Health System |
|
Pavilion Behavioral Health System |
|
Peak Behavioral Health Services |
|
Pembroke Hospital |
45
|
Pinnacle Pointe Behavioral Healthcare System** |
|
Poplar Springs Hospital** |
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Prairie St John’s** |
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PRIDE Institute** |
|
Provo Canyon Behavioral Hospital |
|
Provo Canyon School |
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Provo Canyon Schoool - Springville Campus |
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Psychiatric Institute of Washington |
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Quail Run Behavioral Health |
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Red Rock Hospital |
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Rivendell Behavioral Health Services of Arkansas |
|
River Crest Hospital |
|
River Oaks Hospital |
|
River Park Hospital** |
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Riveredge Hospital** |
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Rockford Center |
|
Rolling Hills Hospital** |
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San Marcos Treatment Center** |
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SandyPines Residential Treatment Center** |
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Shadow Mountain Behavioral Health System** |
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Sierra Vista Hospital** |
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South Texas Behavioral Health Center |
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Spring Mountain Sahara |
|
Spring Mountain Treatment Center |
|
Springwoods Behavioral Health |
|
Stonington Institute |
|
Summit Oaks Hospital** |
|
SummitRidge Hospital |
|
Suncoast Behavioral Health Center** |
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Texas NeuroRehab Center** |
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Texas Star Recovery** |
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The Bridgeway |
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The Brook Hospital – Dupont** |
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The Brook Hospital – KMI** |
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The Carolina Center for Behavioral Health |
|
The Horsham Clinic |
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The Pavilion at Northwest Texas Healthcare System |
|
The Ridge Behavioral Health System |
|
The Vines Hospital** |
|
Three Rivers Behavioral Health** |
46
|
Timberlawn Mental Health System |
|
TMC Behavioral Health Center |
|
Two Rivers Psychiatric Hospital |
|
Upper East Tennessee Regional Juvenile Detention Center |
|
Valle Vista Health System** |
|
Virgin Islands Behavioral Health** |
|
Virginia Beach Psychiatric Center** |
|
Wellstone Regional Hospital** |
|
West Hills Behavioral Health Hospital** |
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Willow Springs Center** |
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Windmoor Healthcare of Clearwater** |
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Windsor Laurelwood Center for Behavioral Medicine** |
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Wyoming Behavioral Institute |
|
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*** Horizon Health is a subsidiary of UHS, Inc. that provides management services to psychiatric units at non-UHS facilities. |
47
Exhibit 10.2
STATE SETTLEMENT AGREEMENT
I.PARTIES
This Settlement Agreement (the “Agreement”) is entered into between the [Stateof] (“the State”) and Universal Health Services, Inc. (“UHS, Inc.”) and UHS of Delaware, Inc. (“UHS of Delaware, Inc.”), acting on behalf of the entities listed on Exhibits A and B , (collectively the “Defendants” or “UHS”), hereinafter collectively referred to as “the Parties.”
II.PREAMBLE
As a preamble to this Agreement, the Parties agree to the following:
A.UHS, Inc. is a for-profit holding company which directly or indirectly owns the assets or stock of inpatient and residential psychiatric and behavioral health facilities, namely those listed in Exhibits A and B to this Agreement, that provide services to individuals, including beneficiaries of various federal health care programs. UHS of Delaware, Inc. is a subsidiary of UHS, Inc. which provides management services to other subsidiaries of UHS, Inc. including inpatient and residential psychiatric and behavioral health facilities, namely those listed in Exhibits A and B to this Agreement, that provide services to individuals, including beneficiaries of various federal health care programs.
B.Pursuant to the qui tam provisions of the False Claims Act, 31 U.S.C. § 3730(b) and analogous State false claims act, the following actions were filed:
(1)On May 22, 2012, Carmella Gardner filed a qui tam action in the United States District Court for the Middle District of Florida captioned United States ex rel. Gardner v. Universal Health Services, Inc., No. 3:12-CV-608-3-34. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:17-cv-03332-AB.
(2)On September 21, 2012, Ricky Naylor filed a qui tam action in the United States District Court for the Northern District of Illinois captioned United States ex rel. Naylor v. Universal Health Services, Inc., No. 12-cv-7552. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:14-cv-06198-AB.
(3)On November 6, 2013, Ashok Jain filed a qui tam action in the United States District Court for the Eastern District of Pennsylvania captioned United States ex rel. Jain v. Universal Health Services, Inc., et al., No. 2:13-cv-06499-AB.
(4)On December 17, 2013, Sheralyn Chisholm filed a qui tam action in the United States District Court for the Northern District of Georgia captioned United States ex rel. Chisholm v. Universal Health Services, Inc., et al., No. 13-CV-4172. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:17-cv-01892-AB.
(5)On February 12, 2014, Dionna D. Carter, Angela Coleman, Sami Hassan, and ABC LLC, filed a qui tam action in the United States District Court for the Eastern District of Pennsylvania captioned United States ex rel. Doe, et al. v. Universal Health Services, Inc., et al., No. 2:14-cv-00921. On March 26, 2020, ABC, LLC filed a notice voluntarily dismissing all of its claims with prejudice, and its claims were dismissed by Order dated XXXX XX, 2020.
(6)On April 22, 2014, June P. Brinson, Barbara A. Burke, Adrienne D. Reynolds, Demeka N. Smith, Lisa P. Torras, and Inez Mitchell-Warrick filed a qui tam action in the United States District Court for the Middle District of Georgia captioned United States ex rel. Brinson, et al. v. Universal Health Services, Inc., et al., No. 5:14-CV-157. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:14-cv-07275-AB.
(7)On May 28, 2014, Tiffany Mitchell filed a qui tam action in the United States District Court for the Middle District of Georgia captioned United States ex rel. Mitchell v. Turning Point Care Center, Inc., et al., No. 7:14-cv-00081-HL. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:15-cv-00259-AB.
(8)On September 2, 2015, Debra Conaway, Aloma Bryan, and Delores Henderson filed a qui tam action in the United States District Court for the Northern District of Georgia captioned United States ex rel. Conaway, et al. v. Universal Health Services, Inc., et al., No. 1:15-CV-3094. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:17-cv-02233-AB.
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(9)On December 8, 2016, Dr. Matthew Sachs and Laurie Dierstein filed a qui tam action in the United States District Court for the Eastern District of Virginia captioned United States ex rel. Sachs, et al. v. Universal Health Services, Inc., et al., No. 2:16-cv-00705. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:17-cv‑ 03604-AB.
(10)On August 25, 2017, Wayne Brockman, Angelique Epps, Nicole Lloyd-Harden, Wayne Petersen, Jr., Lavar Reynolds, Wendell Ray Scott, and Constantine Johnson filed a qui tam action in the United States District Court for the Eastern District of Virginia captioned United States ex rel. Brockman, et al. v. Universal Health Services, Inc., et al., No. 4:17-cv-103. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:17-cv-05350-AB.
(11)On June 25, 2018, Thomas Glass filed a qui tam action in the United States District Court for the Western District of Virginia captioned United States ex rel. Glass v. Hughes Center, LLC., et al., No. 4:18-CV-00037. This action was transferred to the Eastern District of Pennsylvania and given docket number 2:18-04018-AB.
(12)On December 26, 2018, Heidi Parent-Leonard filed a qui tam action in the United States District Court for the Western District of Michigan captioned United States ex rel. Parent‑Leonard v. Forest View Psychiatric Hospital, et al., No. 1:18-cv-1426.
(13)On February 13, 2019, Kenneth Russell and Yvette Gates filed a qui tam action in the United States District Court for the Northern District of Georgia captioned United States ex rel. Russell, et al. v. Universal Healthcare Services, Inc., et al., No. 1:19-CV-0764.
(14)On June 21, 2019, Sandra McLauchlin and Christina Varner filed an Amended Complaint in a qui tam action in the United States District Court for the Eastern District of Michigan captioned United States ex rel. McLauchlin, et al. v. Havenwyck Holdings, Inc., et al., No. 2:19-cv-10832.
These qui tam actions will be referred to collectively as the “Civil Actions.”
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C.UHS has entered into a separate civil settlement agreement (the “Federal Settlement Agreement”) with the “United States of America” as that term is defined in the Federal Settlement Agreement (the “United States”).
D.The State contends that UHS caused claims for payment to be submitted to the State’s Medicaid Program (42 U.S.C. Chapter 7 Subchapter XIX), including “managed care entities” as defined by 42 U.S.C. § 1396u-2.
E.The State contends that it has certain civil and administrative causes of action, including pursuant to the Texas Human Resources Code Chapter 36, Texas Medicaid Fraud Prevention Act (“TMFPA”), against Defendants for engaging in the following conduct (the “Covered Conduct”):
(1)during the period from January 1, 2007, through December 31, 2018, UHS, Inc., UHS of Delaware, Inc., and the entities listed on Exhibit A submitted or caused to be submitted false claims for services provided to Medicaid beneficiaries at the facilities listed on Exhibit A, resulting from UHS’s (i) admission of beneficiaries who were not eligible for inpatient or residential treatment, (ii) failure to properly discharge beneficiaries when they no longer needed inpatient or residential treatment, (iii) improper and excessive lengths of stay, (iv) failure to provide adequate staffing, training, and/or supervision of staff, (v) billing for services not rendered, (vi) improper use of physical and chemical restraints and seclusion; and (vii) failure to provide inpatient acute or residential care in accordance with federal and state regulations, including, but not limited to, failure to develop and/or update individualized assessments and treatment plans, failure to provide adequate discharge planning, and failure to provide required individual and group therapy;
(2)during the period from January 1, 2010, through December 31, 2018, UHS, Inc., UHS of Delaware, Inc., and the entities listed on Exhibit B, submitted or caused to be submitted false claims for services provided to Medicaid beneficiaries at the facilities listed on Exhibit B, resulting from UHS’s (i) admission of beneficiaries who were not eligible for inpatient or residential treatment, (ii) failure to properly discharge beneficiaries when they no longer needed
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inpatient or residential treatment, (iii) improper and excessive lengths of stay, (iv) failure to provide adequate staffing, training, and/or supervision of staff, (v) billing for services not rendered, (vi) improper use of physical and chemical restraints and seclusion; and (vii) failure to provide inpatient acute or residential care in accordance with federal and state regulations, including, but not limited to, failure to develop and/or update individual assessments and treatment plans, failure to provide adequate discharge planning, and failure to provide required individual and group therapy.
F.Each of the facilities listed on Exhibits A or B and marked with an asterisk (*) are facilities that UHS acquired from Ascend Health Corp. on October 10, 2012. Each of the facilities listed on Exhibits A or B and marked with a double asterisk (**) are facilities that UHS acquired from Psychiatric Solutions, Inc. f/k/a Premiere Behavioral Solutions, Inc., on November 15, 2010. Accordingly, some of the Covered Conduct took place before UHS acquired the facilities at issue.
G.This Agreement is neither an admission of facts or liability by UHS nor a concession by the State that its allegations are not well founded. UHS denies the State’s allegations in Paragraph E.
H.The Parties mutually desire to reach a full and final settlement as set forth below.
III.TERMS AND CONDITIONS
NOW, THEREFORE, in reliance on the representations contained herein and in consideration of the mutual promises, covenants and obligations set forth in this Agreement, and for good and valuable consideration as stated herein, the Parties agree as follows:
1.UHS agrees to pay to the United States and the Medicaid Participating States (as defined in sub-paragraph (c) and subject to the non-participating state deduction provision of sub-paragraph (d) below), collectively, the sum of One Hundred and Seventeen Million Dollars ($117,000,00.00) plus accrued interest (the “Settlement Amount”). The Settlement Amount shall constitute a debt immediately due and owing to the United States and the Medicaid Participating States on the “effective date” of the Federal Settlement Agreement, as defined
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therein and subject to the terms of this Agreement. The debt shall forever be discharged by payments to the United States and the Medicaid Participating States under the following terms and conditions:
(a)UHS shall pay to the United States the sum of $88,124,761.27 plus accrued interest pursuant to the terms of the Federal Settlement Agreement.
(b)The total portion of the amount paid by UHS for the Covered Conduct for the States (subject to the non-participating state deduction provision of sub-paragraph (d) below) is $57,750,477.46 consisting of a portion paid to the States under this Agreement of $28,875,238.73 and another portion paid to the United States as part of the Federal Settlement Agreement of $28,875,238.73. UHS shall pay to the Medicaid Participating States the sum of $28,875,238.73 plus accrued interest in the amount of $50,432.78 (the “Medicaid State Settlement Amount”), subject to the non-participating state deduction provision of sub-paragraph below (the “Medicaid Participating State Settlement Amount”), no later than seven (7) business days after the expiration of the 60-day opt-in period for Medicaid Participating States described in Sub-paragraph (c) below. The Medicaid Participating State Settlement Amount shall be paid and immediately deposited by electronic funds transfer to the New York State Attorney General’s National Global Settlement Account pursuant to written instructions from the state negotiating team (the “State Team”), which written instructions shall be delivered to counsel for UHS. The electronic funds transfer shall constitute tender and negotiation of the State Amount as defined in Paragraph III. 1. (d) below.
(c)UHS shall execute a State Settlement Agreement with any State that executes such an Agreement in the form to which UHS and the State Team have agreed, or in a form otherwise agreed to by UHS and an individual State. The State shall constitute a Medicaid Participating State provided this Agreement is fully executed by the State and delivered to UHS’s attorneys within 60 days of receiving this Agreement. UHS’s offer to resolve this matter with the State shall become null and void absent written agreement between counsel for UHS and the State Team to extend the 60-day period.
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(d)The total portion of the amount paid by UHS in settlement for the Covered Conduct for the State is $[TotalSettlement], consisting of a portion paid to the State under this Agreement and another portion paid to the United States as part of the Federal Settlement Agreement. The amount allocated to the State under this Agreement is the sum of $[StateShare] plus applicable interest (the “State Amount”), of which $[MedicaidRestitution] is restitution or an amount to come into compliance with law If the State does not execute this Agreement within 60 days of receiving this Agreement, the State Amount shall be deducted from the Medicaid State Settlement Amount and shall not be paid by UHS absent written agreement between counsel for UHS and the State Team to extend the time period for executing this Agreement.
2.Contingent upon receipt of the State Amount, the State agrees to dismiss with prejudice any state law claims which the State has the authority to dismiss currently pending against UHS in State or Federal Courts for the Covered Conduct [.][,] (INSERT THE FOLLOWING LANGUAGE IN QUI TAM STATE AGREEMENTS ONLY) including any supplemental state law claims asserted in the Civil Action. Contingent upon receipt of the State Amount, the State, if served with the Civil Action and otherwise liable to pay a relator’s share, agrees to pay the Relator(s), as soon as feasible after such receipt, such amounts as have been or will be negotiated with the Relator(s) in the Civil Action, which shall be set forth in side letters issued to and executed by the Relator(s) in the Civil Action, the amount of $[TotalRelatorShare] plus applicable interest. This amount is to be paid through the State Team and has been addressed via side letter(s) with the Relator(s) in the Civil Action(s).
3.Subject to the exceptions in Paragraph 4 below, in consideration of the obligations of UHS set forth in this Agreement, and conditioned upon tender and negotiation of the State Amount, the State agrees to release UHS, Inc., UHS of Delaware, Inc., and the entities listed on Exhibits A and B, together with their current and former parent corporations, partnerships, joint ventures, limited liability company owners and other parent entities; direct and indirect subsidiaries; brother or sister corporations; divisions; current or former corporate owners; and the corporate successors and assigns of any of them,(collectively, the “UHS Released Entities”),
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from any civil or administrative monetary cause of action that the State has for any claims submitted or caused to be submitted to the State’s Medicaid Program as a result of the Covered Conduct.
4.Notwithstanding the releases given in Paragraph 3 of this Agreement, or any other term of this Agreement, the following claims of the State are specifically reserved and are not released:
(a)any criminal, civil, or administrative liability arising under state revenue codes;
(b)any criminal liability;
(c)any civil or administrative liability that any person or entity, including the UHS Released Entities, has or may have to the State or to individual consumers or state program payors under any statute, regulation, or rule not expressly covered by the release in Paragraph 3 above, including, but not limited to, any and all of the following claims: (i) State or federal antitrust violations; and (ii) claims involving unfair and/or deceptive acts and practices and/or violations of consumer protection laws;
(d)any liability to the State for any conduct other than the Covered Conduct;
(e)any liability based upon obligations created by this Agreement;
(f)except as explicitly stated in this Agreement, any administrative liability, including mandatory exclusions from the State’s Medicaid Program;
(g)any liability for expressed or implied warranty claims or other claims for defective or deficient products and services, including quality of goods and services;
(h)any liability for personal injury or property damage or for other consequential damages arising from the Covered Conduct;
(i)any liability for failure to deliver goods or services due; or
(j)any liability of individuals.
5.In consideration of the obligations of UHS set forth in this Agreement, and the Corporate Integrity Agreement (the “CIA”) that UHS has entered into with the Office of the Inspector General of the United States Department of Health and Human Services in connection
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with this matter, and conditioned on receipt by the State of the State Amount, the State agrees to release and refrain from instituting, recommending, directing, or maintaining any administrative action seeking exclusion from the State’s Medicaid Program against UHS and the facilities listed in Exhibit A and B for the Covered Conduct, except as reserved in Paragraph 4 above. Nothing in this Agreement precludes the State from taking action against UHS in the event that UHS is excluded by the federal government, or for conduct and practices other than the Covered Conduct.
6.UHS waives and shall not assert any defenses it may have to criminal prosecution or administrative action for the Covered Conduct, which defenses may be based in whole or in part on a contention, under the Double Jeopardy Clause of the Fifth Amendment of the U.S. Constitution or the Excessive Fines Clause of the Eighth Amendment of the U.S. Constitution, that this Agreement bars a remedy sought in such criminal prosecution or administrative action.
7.In consideration of the obligations of the State set forth in this Agreement, the UHS Released Entities waive and discharge the State and any of its agencies, departments, and personnel including, but not limited to, officials, employees, and agents, whether current or former in their official and individual capacities from any causes of action (including attorneys’ fees, costs, and expenses of every kind and however denominated) which the UHS Released Entities have against the State and any of its agencies, departments, and personnel as previously referenced arising from the State’s investigation and prosecution of the Covered Conduct.
8.The amount that UHS must pay to the State pursuant to Paragraph III.1. above will not be decreased as a result of the denial of any claims for payment now being withheld from payment by the State’s Medicaid Program, or any other state program payor, for the Covered Conduct; and UHS agrees not to resubmit to the State’s Medicaid Program or any other state program payor, any previously denied claims, which denials were based on the Covered Conduct, and agrees to withdraw the appeal of, or not to appeal or cause the appeal of, any such denials of claims.
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9.UHS shall not seek payment for any claims for reimbursement to the State’s Medicaid Program covered by this Agreement from any health care beneficiaries or their parents, sponsors, legally responsible individuals, or third-party payors.
10.UHS expressly warrants that it has reviewed its financial condition and that it is currently solvent, meaning that a fair valuation of its property (exclusive of exempt property) exceeds the sum of its debts.
11.The Parties each represent that this Agreement is freely and voluntarily entered into without any degree of duress or compulsion whatsoever.
12.In the event the United States conducts an investigation of individuals and entities not released in this Agreement, UHS agrees to cooperate fully and truthfully with any State investigation of individuals or entities not released in this Agreement as to the Covered Conduct. Upon reasonable notice of such an investigation, UHS shall encourage, and agrees not to impair, the cooperation of its directors, officers, and employees, and shall use its best efforts to make available and encourage, the cooperation of former directors, officers, and employees for interviews and testimony, consistent with the rights and privileges of such individuals and of UHS. Upon request, UHS agrees to furnish to the State complete and unredacted copies of all non-privileged documents including, but not limited to, reports, memoranda of interviews, and records in its possession, custody or control, concerning any investigation of the Covered Conduct that it has undertaken, or that has been performed by another on its behalf, as well as complete and unredacted copies of any other non-privileged documents in its possession, custody, or control relating to the Covered Conduct.
13.Except as expressly provided to the contrary in this Agreement, each Party to this Agreement shall bear its own legal and other costs incurred in connection with this matter, including the preparation and performance of this Agreement.
14.Except as otherwise stated in this Agreement, this Agreement is intended to be for the benefit of the Parties only, and the Parties do not release any liability as to any other person or entity. For purposes of construing this Agreement, this Agreement shall be deemed to have
10
been drafted by all parties to this Agreement and shall not, therefore, be construed against any Party for that reason.
15.Nothing in this Agreement constitutes an agreement by the State concerning the characterization of the amounts paid hereunder for purposes of the State’s revenue code.
16.In addition to all other payments and responsibilities under this Agreement, UHS agrees to pay the State Team’s reasonable expenses and fees, including travel costs, consultant expenses, and administrative fees, as set forth in a side letter agreement issued to and executed by UHS. UHS will pay this amount by separate check made payable to the National Association of Medicaid Fraud Control Units, after the Medicaid Participating States execute their respective Agreements, or as otherwise agreed by the Parties.
17.This Agreement is governed by the laws of the State, except disputes arising under the CIA shall be resolved exclusively under the dispute resolution provisions of the CIA, and venue for addressing and resolving any and all disputes relating to this Agreement shall be the state courts of appropriate jurisdiction of the State.
18.The undersigned UHS signatories represent and warrant that they are authorized as a result of appropriate corporate action to execute this Agreement. The undersigned State signatories represent that they are signing this Agreement in their official capacities and that they are authorized to execute this Agreement on behalf of the State through their respective agencies and departments.
19.The Effective Date of this Agreement shall be the date of signature of the last signatory to this Agreement. Facsimiles of signatures shall constitute acceptable binding signatures for purposes of this Agreement.
20.This Agreement shall be binding on all successors, transferees, heirs, and assigns of the Parties.
21.This Agreement constitutes the complete agreement between the Parties with respect to this matter and shall not be amended except by written consent of the Parties.
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22.This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one and the same Agreement.
23.For purposes of construing this Agreement, this Agreement shall be deemed to have been drafted by the Parties to this Agreement and shall not, therefore, be construed against any of the Parties for that reason.
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By: |
_____________________________________ Dated:________ |
_______________________
Name
_______________________
Title
_______________________
Organization
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By: |
_____________________________________ Dated:________ |
_______________________
Name
_______________________
Title
_______________________
Organization
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DATED: _____________ |
BY:_____________________________ |
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DATED: _____________ |
BY:________________________ |
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Anchor Hospital (Southern Cresecent Behavioral Health System) Southern Crescent Behavioral Health - Anchor Hospital Campus |
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Arbour Hospital |
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Behavioral Hospital of Bellaire* |
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Cedar Hills Hospital (University Behavioral Health of Oregon, LLC)* |
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Central Florida Behavioral Hospital |
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Crescent Pines Hospital (Southern Crescent Behavioral Health System) Southern Crescent Behavioral Health - Crescent Pines Campus |
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Cypress Creek Hospital** |
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El Paso Behavioral Health System* |
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Forest View Hospital |
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Fuller Memorial Hospital (Arbour-Fuller Hospital) |
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Harbor Point Behavioral Health Center, Inc. (f/k/a The Pines Residential Treatment Center/Brighton/Crawford)** |
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Hartgrove Hosptial (UHS of Hartgrove, Inc.) |
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Havenwyck Hospital** |
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HRI Hospital |
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The Hughes Center** |
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Kempsville Center for Behvaioral Health** |
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Keys of Carolina (Keystone Charlotte LLC) |
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Kingwood Pines Hospital** |
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Mayhill Hospital* |
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Meadows Psychiatric Center |
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NDA Behavioral Health System** |
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Newport News Behavioral Health Center |
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Old Vineyard Behavioral Health |
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Peachford Behavioral Health System of Atlanta |
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The Recovery Center* |
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River Point Behavioral Health (TBJ Behavioral Center LLC)** |
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Rock River Academy and Residential Center** |
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Roxbury Treatment Center |
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Saint Simons By the Sea (HHC St. Simons, Inc.) ** |
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Salt Lake Behavioral Health* |
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Schick Shadel Hospital* |
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Streamwood Behavioral Health System (BHC Streamwood Hospital, Inc.)** |
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Turning Point Care Center (Turning Point Care Center, LLC) |
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University Behavioral Center (Orlando, Florida) |
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University Behavioral Health of Denton* |
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Valley Hospital* |
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Wekiva Springs Center** |
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Westwood Lodge Hospital |
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The facilities marked with an asterisk (*) are facilities that UHS acquired from Ascend Health Corp. on October 10, 2012. |
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The facilities marked with a double asterisk (**) are facilities that UHS acquired from Psychiatric Solutions, Inc. f/k/a Premiere Behavioral Solutions, Inc., on November 15, 2010. |
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Facility Name |
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Alabama Clinical Schools |
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Alliance Health Center** |
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Arrowhead Behavioral Health** |
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Atlantic Shores Hospital |
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Auburn Regional Medical Center Psychiatric Unit |
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Aurora Pavilion Behavioral Health Services at Aiken Regional Medical Centers |
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Austin Lakes Hospital** |
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Austin Oaks Hospital** |
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Belmont Pines Hospital** |
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Benchmark Behavioral Health Systems** |
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BHC Alhambra Hospital** |
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Black Bear Lodge |
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Bloomington Meadows Hospital |
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Brentwood Behavioral Healthcare** |
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Brentwood Hospital** |
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Bristol Youth Academy |
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Brooke Glen Behavioral Hospital** |
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Brynn Marr Hospital** |
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Canyon Ridge Hospital** |
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Cedar Creek Hospital |
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Cedar Grove Residential Treatment Center |
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Cedar Ridge Behavioral Hospital |
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Cedar Ridge Behavioral Hospital at Bethany |
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Cedar Ridge Residential Treatment Center |
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Cedar Springs Hospital** |
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Centennial Peaks Hospital |
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Center for Change |
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Chicago Children’s Center for Behavioral Health** |
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Chris Kyle Patriots Hospital |
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Clarion Psychiatric Center |
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Coastal Behavioral Health |
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Coastal Harbor Treatment Center |
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Columbus Behavioral Center for Children and Adolescents** |
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Community Behavioral Health |
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Compass Intervention Center |
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Copper Hills Youth Center** |
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Coral Shores Behavioral Health |
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Cumberland Hall Hospital** |
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Cumberland Hospital** |
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DeBarr Residential Treatment Center |
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Del Amo Behavioral Health System |
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Diamond Grove Center** |
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Dover Behavioral Health System |
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Emerald Coast Behavioral Hospital** |
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Fairfax Behavioral Health** |
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Fairfax Behavioral Health – Everett** |
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Fairfax Behavioral Health – Monroe** |
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Fairmount Behavioral Health System |
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Fort Lauderdale Behavioral Health Center** |
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Foundations Behavioral Health |
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Foundations for Living |
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Fox Run Center** |
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Fremont Hospital** |
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Friends Hospital** |
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Garfield Park Behavioral Hospital |
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Garland Behavioral Hospital |
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Glen Oaks Hospital |
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Gulf Coast Treatment Center** |
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Gulf Coast Youth Academy |
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Gulf Coast Youth Services** |
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Gulfport Behavioral Health System |
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Hampton Behavioral Health Center |
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Heartland Behavioral Health Services** |
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Heritage Oaks Hospital** |
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Hermitage Hall |
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Hickory Trail Hospital** |
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Highlands Behavioral Health System |
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Hill Crest Behavioral Health Services** |
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Holly Hill Hospital** |
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Horizon Health*** |
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Hospital Panamericano Cidra** |
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Hospital San Juan Capestrano |
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Inland Northwest Behavioral Health |
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Intermountain Hospital** |
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Jefferson Trail Treatment Center for Children |
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John Costigan Center |
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King George School |
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Rivendell Behavioral Health Hospital |
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La Amistad Behavioral Health Services |
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Lake Bridge Behavioral Health |
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Lakeside Behavioral Health System |
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Lancaster Behavioral Health Hospital |
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Laurel Heights Hospital |
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Laurel Oaks Behavioral Health Center** |
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Laurel Ridge Treatment Center** |
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Liberty Point Behavioral Healthcare** |
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Lighthouse Behavioral Health Hospital** |
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Lighthouse Care Center of Augusta** |
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Lincoln Prairie Behavioral Health Center** |
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Lincoln Trail Behavioral Health System |
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Manatee Palms Group Homes |
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Manatee Palms Youth Services |
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Marion Youth Center |
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McDowell Center for Children |
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Meridell Achievement Center |
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Mesilla Valley Hospital** |
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Michiana Behavioral Health** |
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Midwest Center for Youth and Families |
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Millwood Hospital** |
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Mountain Youth Academy |
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Natchez Trace Youth Academy |
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North Spring Behavioral Health** |
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North Star Hospital |
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Oak Plains Academy |
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Okaloosa Youth Academy** |
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Palm Point Behavioral Health |
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Palm Shores Behavioral Health Center** |
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Palmer Residential Treatment Center |
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Palmetto Lowcountry Behavioral Health** |
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Palmetto Pee Dee Behavioral Health** |
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Palmetto Summerville Behavioral Health** |
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Palo Verde Behavioral Health |
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Panamericano Ponce** |
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Panamericano San Juan** |
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Parkwood Behavioral Health System |
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Peak Behavioral Health Services |
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Pembroke Hospital |
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Pennsylvania Clinical Schools |
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Pinnacle Pointe Behavioral Healthcare System** |
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Poplar Springs Hospital** |
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Prairie St John’s** |
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PRIDE Institute** |
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Provo Canyon Behavioral Hospital |
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Provo Canyon School |
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Provo Canyon Schoool - Springville Campus |
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Psychiatric Institute of Washington |
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Quail Run Behavioral Health |
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Red Rock Hospital |
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Rivendell Behavioral Health Services of Arkansas |
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River Crest Hospital |
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River Oaks Hospital |
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River Park Hospital** |
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Riveredge Hospital** |
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Rockford Center |
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Rolling Hills Hospital** |
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San Marcos Treatment Center** |
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SandyPines Residential Treatment Center** |
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Shadow Mountain Behavioral Health System** |
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Sierra Vista Hospital** |
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South Texas Behavioral Health Center |
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Spring Mountain Sahara |
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Spring Mountain Treatment Center |
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Springwoods Behavioral Health |
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Stonington Institute |
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Summit Oaks Hospital** |
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SummitRidge Hospital |
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Suncoast Behavioral Health Center** |
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Texas NeuroRehab Center** |
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Texas Star Recovery** |
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The Bridgeway |
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The Brook Hospital – Dupont** |
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The Brook Hospital – KMI** |
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The Carolina Center for Behavioral Health |
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The Horsham Clinic |
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The Ridge Behavioral Health System |
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The Vines Hospital** |
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Three Rivers Behavioral Health** |
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Three Rivers Midlands** |
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Timberlawn Mental Health System |
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TMC Behavioral Health Center |
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Two Rivers Psychiatric Hospital |
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Upper East Tennessee Regional Juvenile Detention Center |
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Valle Vista Health System** |
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Virgin Islands Behavioral Health** |
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Virginia Beach Psychiatric Center** |
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Wellstone Regional Hospital** |
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West Hills Behavioral Health Hospital** |
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Willow Springs Center** |
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Windmoor Healthcare of Clearwater** |
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Windsor Laurelwood Center for Behavioral Medicine** |
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Wyoming Behavioral Institute |
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*** Horizon Health is a subsidiary of UHS, Inc. that provides management services to psychiatric units at non-UHS facilities. |
Exhibit 10.3
Corporate Integrity Agreement
Between The
Office Of Inspector General
Of The
Department Of Health And Human Services
And
Universal Health services, Inc. AND UHS OF DELAWARE, INC.
I.Preamble
Universal Health Services, Inc. and UHS of Delaware, Inc. (collectively, UHS), hereby enter into this Corporate Integrity Agreement (CIA) with the Office of Inspector General (OIG) of the United States Department of Health and Human Services (HHS) to promote compliance with the statutes, regulations, and written directives of Medicare, Medicaid, and all other Federal health care programs (as defined in 42 U.S.C. § 1320a-7b(f)) (Federal health care program requirements). Contemporaneously with this CIA, UHS is entering into a Settlement Agreement with the United States. This CIA applies to UHS’s Behavioral Health Division and UHS’s oversight and management of that division.
UHS represents that, prior to this CIA, UHS voluntarily established a Compliance Program which provides for, among other things (i) a Corporate Compliance and Privacy Officer, division compliance officers, facility compliance officers and a Compliance Committee, (ii) a compliance training and education program, (iii) an internal process for reviewing quality of care, including performing audits and responding to quality-related incidents, (iv) a confidential disclosure reporting hotline, (v) auditing and monitoring activities, (vi) a disclosure program enabling individuals to disclose any identified issues or questions associated with UHS’s policies, conduct, practices, or procedures, and (vii) various policies and procedures aimed at ensuring that UHS’s participation in the federal health care programs conforms to all Federal and state laws and Federal health care program requirements. UHS shall continue these and other aspects of its Compliance Program throughout the term of this CIA and shall do so in accordance with the terms set forth below.
II.Term And Scope Of The CIA
A.The period of the compliance obligations assumed by UHS under this CIA shall be five years from the effective date of this CIA. The “Effective Date” shall be the date on which the final signatory of this CIA executes this CIA. Each one-year period,
beginning with the one-year period following the Effective Date, shall be referred to as a “Reporting Period.”
B. For the purposes of this CIA, the term “Behavioral Health Facilities” means UHS Behavioral Division and all facilities or programs in which UHS has an ownership or control interest, as defined in 42 U.S.C. § 1320a-3(a)(3), that are Medicare- or Medicaid-certified to provide inpatient or residential psychiatric services or inpatient or residential substance use disorder treatment services, including but not limited to psychiatric hospitals, mental hospitals, psychiatric residential treatment facilities, or any institution for mental disease.
C. Sections VII, X, and XI shall expire no later than 120 days after OIG’s receipt of: (1) UHS’s final Annual Report; or (2) any additional materials submitted by UHS pursuant to OIG’s request, whichever is later.
D. For purposes of this CIA, the term “Covered Persons” includes:
1.all owners who are natural persons (other than shareholders who: (1) have an ownership interest of less than 5% and (2) acquired the ownership interest through public trading), officers, directors, and employees of UHS;
2.all owners, officers, and directors, and employees of the Behavioral Health Facilities; and
3.all contractors, subcontractors, agents, and other persons of the Behavioral Health Facilities who: (1) are involved directly or indirectly in the delivery of patient care; (2) make assessments of patients that affect treatment decisions or reimbursement; (3) perform billing, coding, audit, or review functions; (4) make decisions or provide oversight about staffing, patient care, reimbursement, policies and procedures, or this CIA; or (5) perform any function that relates to or is covered by this CIA, including individuals who are responsible for quality assurance, setting policies or procedures, or making staffing decisions.
Notwithstanding the above, this term presumptively does not include part-time or per diem employees, contractors, subcontractors, agents, and other persons who are not reasonably expected to work more than 160 hours per year, except that any such individuals shall become “Covered Persons” at the point when they work more than 160 hours during a Reporting Period.
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III.Corporate Integrity Obligations
UHS shall establish and maintain a Compliance Program that includes the following elements:
A. Compliance Officer and Committee, Board of Directors, and Management Compliance Obligations
1. Compliance Officer. Within 90 days after the Effective Date, UHS shall appoint a Compliance Officer and shall maintain a Compliance Officer for the term of the CIA. The Compliance Officer must have sufficient compliance and quality assurance experience to effectively oversee the implementation of the requirements of this CIA. The Compliance Officer shall be an employee and a member of senior management of UHS, shall report directly to the President of UHS, Inc., and shall not be or be subordinate to the General Counsel, Chief Financial Officer, or Chief Operating Officer, or have any responsibilities that involve acting in any capacity as legal counsel or supervising legal counsel functions for UHS.
The Compliance Officer shall be responsible for, without limitation:
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developing and implementing policies, procedures, and practices designed to ensure compliance with the requirements set forth in this CIA, and Federal health care program requirements; |
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making periodic (at least quarterly) reports regarding compliance matters directly to the Audit Committee of the Board of UHS, and shall be authorized to report on such matters to the Audit Committee of the Board of UHS at any time. Written documentation of the Compliance Officer’s reports to the Audit Committee of the Board of UHS shall be made available to OIG upon request; and |
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monitoring the day-to-day compliance activities engaged in by UHS and any reporting obligations created under this CIA, and ensuring that UHS is appropriately identifying and correcting quality of care problems. |
Any noncompliance job responsibilities of the Compliance Officer shall be limited and must not interfere with the Compliance Officer’s ability to perform the duties outlined in this CIA.
UHS shall report to OIG, in writing, any changes in the identity of the Compliance Officer, or any actions or changes that would affect the Compliance Officer’s ability to
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perform the duties necessary to meet the obligations in this CIA, within five days after such a change.
2.Compliance Committee. Within 90 days after the Effective Date, UHS shall appoint a Compliance Committee.
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General Responsibilities. This committee shall support the Compliance Officer in fulfilling his/her responsibilities (e.g., developing and implementing policies, procedures, and practices designed to ensure compliance with the requirements set forth in this CIA and Federal health care program requirements; monitoring the day-to-day compliance activities engaged in by UHS; monitoring any reporting obligations created under this CIA; and ensuring that UHS is appropriately identifying and correcting quality of care problems). The Compliance Committee shall, at a minimum, include the Compliance Officer and other members of UHS senior management necessary to meet the requirements of this CIA (e.g., representatives from among senior personnel responsible for clinical operations and quality of care, human resources, operations and nursing). The Compliance Officer shall chair the Compliance Committee. |
The Compliance Committee shall meet, at a minimum, every month. For each scheduled Compliance Committee meeting, senior management of the UHS Behavioral Health Division shall report to the Compliance Committee on the adequacy of care being provided by the Behavioral Health Facilities. The minutes of the Compliance Committee meetings shall be made available to the OIG upon request.
UHS shall report to OIG, in writing, any actions or changes that would affect the Compliance Committee’s ability to perform the duties necessary to meet the obligations in this CIA, within 15 days after such a change.
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required under Section III.D of this CIA in implementing processes and assessing staffing at the Behavioral Health Facilities. The Compliance Committee also shall review the development and implementation of the staffing-related policies and procedures required by Section III.B of this CIA. |
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Quality of Care Review Program. The Compliance Committee shall ensure that, within 120 days after the Effective Date, UHS has a program for performing internal quality audits and reviews (hereinafter “Quality of Care Review Program”) that complies with the following requirements: |
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make findings as to whether the patients at the Behavioral Health Facilities are receiving the quality of care and quality of life consistent with professionally recognized standards of care and applicable federal and state statutes, regulations, and directives; |
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review quality of care related incidents and analyze root causes for those incidents; and |
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develop corrective action plans in response to identified quality of care problems and track the implementation and effectiveness of those plans. |
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determine if revisions are appropriate and shall make any necessary revisions based on such review. |
3. Board of Directors Compliance Obligations. The Audit Committee of the Board of UHS (Audit Committee of the Board) shall be responsible for the review and oversight of matters related to compliance with the requirements and obligations of this CIA, Federal health care program requirements, and professionally recognized standards of care. The Audit Committee of the Board must include independent (i.e., non-executive) members. The Audit Committee of the Board shall be readily available to the Compliance Officer and the Monitor required under Section III.D of this CIA to respond to any issues or questions that might arise.
The Audit Committee of the Board shall, at a minimum, be responsible for the following:
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meeting at least quarterly to review and oversee UHS’s compliance program, including, but not limited to, the performance of the Compliance Officer, the Behavioral Health Division Compliance Officer and the Compliance Committee; |
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reviewing the adequacy of UHS’s system of internal controls and quality assurance monitoring; |
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ensuring that UHS’s response to state, federal, internal, and external reports of quality of care problems is complete, thorough, and resolves the problem(s) identified; |
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ensuring that UHS adopts and implements policies, procedures, and practices designed to ensure compliance with the requirements set forth in this CIA, Federal health care program requirements, and professionally recognized standards of care; |
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reviewing and responding to the data analysis presented on the Dashboard and ensuring that UHS implements effective responses when the data indicates potential quality problems or that UHS is not meeting its established goals; and |
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for each Reporting Period of the CIA, adopting a resolution, signed by each member of the Board summarizing its review and oversight of UHS’s |
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compliance with the obligations of this CIA, Federal health care program requirements, and professionally recognized standards of care. |
At a minimum, the resolution shall include the following language:
“The Board of Directors has made a reasonable inquiry into the operations of UHS’s Compliance Program, including the performance of the Compliance Officer, Behavioral Health Division Compliance Officer and the Compliance Committee. The Board has also provided oversight on quality of care issues. Based on its inquiry and review, the Board has concluded that, to the best of its knowledge, UHS has implemented an effective Compliance Program to meet the obligations of the CIA, Federal health care program requirements, and professionally recognized standards of care.”
If the Board is unable to provide such a conclusion in the resolution, the Board shall include in the resolution a written explanation of the reasons why it is unable to provide the conclusion and the steps it is taking to implement an effective Compliance Program at UHS.
UHS shall report to OIG, in writing, any changes in the composition of the Board, or any actions or changes that would affect the Board’s ability to perform the duties necessary to meet the obligations in this CIA, within 15 days after such a change.
4.Management Certifications. In addition to the responsibilities set forth in this CIA for all Covered Persons, certain UHS employees (Certifying Employees) are expected to monitor and oversee activities within their areas of authority and shall annually certify that the applicable UHS department is in compliance with applicable Federal health care program requirements, with the obligations of this CIA, and with professionally recognized standards of healthcare. These Certifying Employees shall include, at a minimum, the following: Chief Executive Officer, President, Chief Financial Officer, Senior Vice Presidents of the Behavioral Health Division, and at each Facility, the Facility’s Chief Executive Officer. For each Reporting Period, each Certifying Employee shall sign a certification that states:
“I have been trained on and understand the compliance requirements and responsibilities as they relate to [insert name of UHS division, department or facility], an area under my supervision. My job responsibilities include ensuring compliance with regard to the [insert name of UHS division, department or facility] with all applicable Federal health care program requirements, obligations of the Corporate Integrity Agreement, and UHS policies, and I have taken steps to promote such compliance. To the best of
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my knowledge, [insert name of UHS division, department or facility] is in compliance with all applicable Federal health care program requirements, and the obligations of the Corporate Integrity Agreement. I understand that this certification is being provided to and relied upon by the United States.”
If any Certifying Employee is unable to provide such a certification, the Certifying Employee shall provide a written explanation of the reasons why he or she is unable to provide the certification outlined above.
Within 90 days after the Effective Date, UHS shall develop and implement a written process for Certifying Employees to follow for the purpose of completing the certification required by this section (e.g., reports that must be reviewed, assessments that must be completed, sub-certifications that must be obtained, etc. prior to the Certifying Employee making the required certification).
B. Written Standards
Within 90 days after the Effective Date, UHS shall develop and implement written Policies and Procedures regarding the operation of UHS’s compliance program, including the compliance program requirements outlined in this CIA, compliance with Federal health care program requirements, and professionally recognized standards of care (Policies and Procedures). Throughout the term of this CIA, UHS shall enforce its Policies and Procedures and shall make compliance with its Policies and Procedures an element of evaluating the performance of all employees. The Policies and Procedures shall address:
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Medical necessity of patient admissions; |
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Appropriate use of involuntary commitment; |
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Medical necessity of continuing stays; |
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The requirement to provide active and individualized treatment; |
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Physician participation in and supervision of care; |
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The proper use and monitoring of physical and chemical restraints and seclusion; |
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Interdisciplinary, patient-centered, care planning; and |
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Appropriate staffing levels, qualification, licensure, supervision, and training to meet patients’ needs and to comply with Federal and State requirements. |
The Policies and Procedures shall be made available to all Covered Persons. At least annually (and more frequently, if appropriate), UHS shall assess and update, as necessary, the Policies and Procedures. Any new or revised Policies and Procedures shall be made available to all Covered Persons. All Policies and Procedures shall be made available to OIG upon request.
C. Training and Education
1. Covered Persons Training. Within 90 days after the Effective Date, UHS shall develop a written plan (Training Plan) that outlines the steps UHS will take to ensure that all Covered Persons receive (a) at least annual training regarding UHS’s CIA requirements and Compliance Program, and (b) adequate on-going training regarding: (i) policies, procedures, and other requirements applicable to the documentation of medical records; (ii) the policies implemented pursuant to Section III.B of this CIA, as appropriate for the job category of each Covered Person; (iii) the personal obligation of each individual involved in patient care to ensure that care is appropriate and meets professionally recognized standards of care; (iv) examples of proper and improper care, including proper and improper use of restraints and seclusion; and (v) reporting requirements and legal sanctions for violations of the Federal health care program requirements. The Training Plan shall also include training to address quality of care problems identified by the Compliance Committee. In determining what training should be performed, the Compliance Committee shall review complaints received, satisfaction surveys, staff turnover data, state or federal surveys, internal surveys, and the findings, and recommendations of the Monitor required under Section III.D of this CIA.
Training required in this section shall be competency-based. Specifically, the training must be developed and provided in such a way as to focus on Covered Persons achieving learning outcomes to a specified competency and to place emphasis on what a Covered Person has learned as a result of the training.
2.Board Member Training. Within 90 days after the Effective Date, each member of the UHS Board shall receive at least two hours of training. This training shall address the corporate governance responsibilities of UHS Board members, and the responsibilities of UHS Board members with respect to review and oversight of the Compliance Program. Specifically, the training shall address the unique responsibilities of health care Board members, including the risks, oversight areas, and strategic approaches to conducting oversight of a health care entity. This training may be conducted by an outside compliance expert hired by the Board and should include a discussion of the OIG’s guidance on Board member responsibilities.
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New members of the Board of Directors shall receive the Board Member Training described above within 30 days after becoming a member or within 90 days after the Effective Date, whichever is later.
3.Training Records. UHS shall make available to OIG, upon request, training materials and records verifying that Covered Persons and Board members have timely received the training required under this section.
4.UHS may provide the training required under this CIA through appropriate computer-based training approaches. If UHS chooses to provide computer-based training, it shall make available appropriately qualified and knowledgeable staff or trainers to answer questions or provide additional information to the individuals receiving such training.
D. Independent Monitor
Within 60 days after the Effective Date, UHS shall retain an appropriately qualified monitoring team (the “Monitor”), selected by OIG after consultation with UHS. The Monitor may retain additional personnel, including but not limited to independent consultants, if needed to help meet the Monitor’s obligations under this CIA. The Monitor may confer and correspond with UHS or OIG individually or together. The Monitor and UHS shall not negotiate or enter into a financial relationship, other than the monitoring engagement required by this section, and the Monitor shall refrain from recruiting or hiring any employee of UHS until after the date of OIG’s CIA closure letter to UHS or six months after the expiration of this CIA, whichever is later.
The Monitor is not an agent of OIG. However, the Monitor may be removed by OIG at its sole discretion. If the Monitor resigns or is removed for any other reasons prior to the termination of the CIA, UHS shall retain, within 60 days of the resignation or removal, another Monitor selected by OIG, with the same functions and authorities.
1. Scope of Review. The Monitor shall be responsible for assessing the effectiveness, reliability, and thoroughness of the following:
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UHS’s internal quality control systems, including but not limited to: |
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whether the systems in place to promote quality of care and to respond to quality of care problems are operating in a timely and effective manner; |
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whether the communication system is effective, allowing for accurate information, decisions, and results of decisions to be transmitted to the proper individuals in a timely fashion; and |
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whether the training programs are effective, thorough, and competency-based. |
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UHS’s and the Behavioral Health Facilities’ response to quality of care issues, which shall include an assessment of their ability to: |
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identify quality of care problems; |
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determine the scope of the quality of care problems identified, including but not limited to whether the problem is isolated or systemic; |
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identify and analyze the root cause for the problem identified; |
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create an action plan to respond to the problem; |
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execute the action plan; and |
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monitor and evaluate whether the assessment, action plan, and execution of that plan was effective, reliable, and thorough; |
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UHS’s proactive steps to promote the Behavioral Health Facilities’ provision of patient care in accordance with: |
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professionally recognized standards of health care; |
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Federal, State, local statutes, regulations, and other directives or guidelines; and |
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the Policies and Procedures adopted by UHS, including those implemented under Section III.B of this CIA; |
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UHS’s steps to implement processes for identifying staffing-related issues or concerns at the Behavioral Health Facilities, |
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assess the adequacy of staffing at the Behavioral Health Facilities, and make recommendations regarding how to improve or enhance the staffing at the Behavioral Health Facilities, as provided in section III.A.2.b; |
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UHS’s ability to analyze outcome measures, and other data; |
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UHS’s Quality of Care Review Program required under Section III.A of this CIA; and |
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UHS’s Quality of Care Dashboard required under Section III.A of this CIA. |
2. Access. The Monitor shall have:
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immediate access to UHS and the Behavioral Health Facilities, at any time and without prior notice, to assess compliance with this CIA, to assess the effectiveness of the internal quality assurance mechanisms, and to ensure that the data being generated is accurate and complete; |
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immediate access to: |
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internal or external audits, surveys, reviews or reports; |
ii. Disclosure Program complaints;
iii. patient satisfaction surveys;
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staffing data; |
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reports of abuse, neglect, serious occurrences, death or an incident that required hospitalization or emergency room treatment; |
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orders for restraint or seclusion, reports of any use of restraint or seclusion, and any related documents; |
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reports of any incident involving a patient that prompts a full internal investigation; |
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patient records; |
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documents in the possession or control of any quality assurance committee, peer review committee, medical review committee, utilization review committee, or other such committee; and |
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any other data in the format the Monitor determines relevant to fulfilling the duties required under this CIA; |
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immediate access to Covered Persons at the Behavioral Health Facilities for interviews outside the presence of UHS supervisory staff or counsel, provided such interviews are conducted in accordance with all applicable laws and the rights of such individuals; and |
3. Systems Assessments. On a semi-annual basis, the Monitor shall:
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complete an assessment of the effectiveness, reliability, scope, and thoroughness of the systems described in Section III.D.1 and UHS’s response to recommendations made in prior written assessment reports; |
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in conducting these assessments, visit at least six Behavioral Health Facilities (selected by the Monitor) and, at a minimum, observe corporate compliance meetings, observe Behavioral Health Facility care planning meetings, observe meetings of the Audit Committee of the Board relating to matters covered by the CIA, interview key employees, review relevant documents, and observe patient care at the Behavioral Health Facilities in a manner that does not disrupt patient care and treatment provided; and |
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submit a written report to UHS and OIG that sets forth, at a minimum: |
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the Monitor’s findings regarding the effectiveness, reliability, scope, and thoroughness of each of the systems described in Section III.D.1; |
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the Monitor’s recommendations to as to how to improve the effectiveness, reliability, scope, and thoroughness of the systems described in Section III.D.1; and |
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the Monitor’s assessment of UHS’s response to the Monitor’s prior recommendations. |
For each Reporting Period, one assessment shall be based on the first six months of the Reporting Period and the other assessment shall be based on the second six months of the Reporting Period. The Monitor shall submit written reports no later than 30 days after the end of the relevant six-month period to UHS and OIG.
4.Financial Obligations of UHS and the Monitor.
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UHS shall be responsible for all reasonable costs incurred by the Monitor in connection with this engagement, including but not limited to labor costs (direct and indirect); consultant and subcontract costs; materials cost (direct and indirect); and other direct costs (travel, other miscellaneous). |
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UHS shall pay the Monitor’s bills within 30 days of receipt. Failure to pay the Monitor within 30 calendar days of submission of the Monitor’s invoice for services previously rendered shall constitute a basis to impose stipulated penalties or exclude UHS, as provided under Section X of this CIA. While UHS must pay all of the Monitor’s bills within 30 days, UHS may bring any disputed Monitor’s costs or bills to OIG’s attention. |
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The Monitor shall charge a reasonable amount for its fees and expenses, and shall submit monthly invoices to UHS with a reasonable level of detail reflecting all key category costs billed. |
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The Monitor shall submit a written report for each Reporting Period representing an accounting of its costs throughout the year to UHS and to OIG by the submission deadline of UHS’s |
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Annual Report. This report shall reflect, on a cumulative basis, all key category costs included on monthly invoices. |
5. Additional UHS Obligations. UHS shall:
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a. within 30 days after receipt of each each written report of the Systems Assessements, submit a written response to OIG and the Monitor to each recommendation contained in those reports stating what action UHS took in response to each recommendation or why UHS has elected not to take action based on the recommendation; |
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provide the Monitor a report monthly, or sooner if requested by the Monitor, regarding each known occurrence: |
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of patient abuse, neglect, serious incident, death, or other incident that UHS or the Behavioral Health Facilities would be required to report to a government regulatory body under federal or state laws or regulations; |
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that presents an imminent danger to the health, safety, or well-being of patients or places patients unnecessarily in high-risk situations; or |
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of suicide or attempted suicide; |
Each such report shall contain, if applicable, the full name and date of birth of the patients(s) involved, the persons involved, the date of death or incident, a brief description of the events surrounding the death or incident, actions taken to address the situation, and a summary of any related reports made to Federal or state regulatory or enforcement agencyes or to professional licensing bodies.
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provide to the Compliance Committee and the Audit Committee of the Board copies of all documents and reports provided to the Monitor; |
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ensure the Monitor’s access as set forth in paragraph III.D.2, and assist in obtaining full cooperation by its current employees, contractors, and agents; |
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assist in locating and, if requested, attempt to obtain cooperation from past employees, contractors, and agents; and |
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not sue or otherwise bring any action against the Monitor related to any findings made by the Monitor or related to any exclusion or other sanction of UHS under this CIA; provided, however, that this clause shall not apply to any suit or other action based solely on the dishonest or illegal acts of the Monitor, whether acting alone or in collusion with others. |
6. Additional Monitor Obligations. The Monitor shall:
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abide by all state and federal laws and regulations concerning the privacy, dignity, and employee rights of all Covered Persons, and patients; |
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abide by the legal requirements of UHS to maintain the confidentiality of each patient’s personal and clinical records. Nothing in this subsection, however, shall limit or affect the Monitor’s obligation to provide information, including information from patient clinical records, to OIG, and, when legally or professionally required, to other agencies; |
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at all times act reasonably in connection with its duties under the CIA including when requesting information from UHS; |
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if the Monitor has concerns about action plans that are not being enforced or systemic problems that could affect UHS’s ability to render quality care to its patients, then the Monitor shall: |
i. report such concerns in writing to OIG; and
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simultaneously provide notice and a copy of the report to UHS’s Compliance Committee and Board of Directors Committee referred to in Section III.A of this CIA; |
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where independently required to do so by applicable law or professional licensing standards, report any finding to an appropriate regulatory or law enforcement authority, and |
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simultaneously submit copies of such reports to OIG and to UHS; |
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not be bound by any other private or governmental agency’s findings or conclusions, including, but not limited to, Joint Commission, CMS, or the state survey agency. Likewise, such private and governmental agencies shall not be bound by the Monitor’s findings or conclusions. The Monitor’s reports shall not be a basis for determining deficiencies by the state survey agencies. The parties agree that CMS and its contractors shall not introduce any material generated by the Monitor, or any opinions, testimony, or conclusions from the Monitor as evidence into any proceeding involving a Medicare or Medicaid survey, certification, or other enforcement action against UHS, and UHS shall similarly be restricted from using material generated by the Monitor, or any opinions, testimony, or conclusions from the Monitor as evidence in any of these proceedings. Nothing in the previous sentence, however, shall preclude OIG or UHS from using any material generated by the Monitor, or any opinions, testimony, or conclusions from the Monitor in any action under the CIA or pursuant to any other OIG authorities or in any other situations not explicitly excluded in this subsection; |
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abide by the provisions of the Health Insurance Portability and Accountability Act (HIPAA) of 1996 to the extent required by law including, without limitation, entering into a business associate agreement with UHS; and |
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except to the extent required by law, maintain the confidentiality of any proprietary financial and operational information, processes, procedures, and forms obtained in connection with its duties under this CIA and not comment publicly concerning its findings except to the extent authorized by OIG. |
E. Review Procedures
1. General Description
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Engagement of Independent Review Organization. Within 90 days after the Effective Date, UHS shall engage an entity (or entities), such as an accounting, auditing, or consulting firm |
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(hereinafter “Independent Review Organization” or “IRO”), to perform the reviews listed in this Section III.E. The applicable requirements relating to the IRO are outlined in Appendix A to this CIA, which is incorporated by reference. |
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Retention of Records. The IRO and UHS shall retain and make available to OIG, upon request, all work papers, supporting documentation, correspondence, and draft reports (those exchanged between the IRO and UHS) related to the reviews. |
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Access to Records and Personnel. UHS shall ensure that the IRO has access to all records and personnel necessary to complete the reviews listed in this Section III.E and that all records furnished to the IRO are accurate and complete. |
2.Claims Review. The IRO shall review claims submitted by Behavioral Health Facilities and reimbursed by the Medicare, Medicaid, and TRICARE programs, to determine whether the items and services furnished were medically necessary and appropriately documented and whether the claims were correctly coded, submitted and reimbursed (Claims Review) and shall prepare a Claims Review Report, as outlined in Appendix B to this CIA, which is incorporated by reference.
3.Independence and Objectivity Certification. The IRO shall include in its report(s) to UHS a certification that the IRO has (a) evaluated its professional independence and objectivity with respect to the reviews required under this Section III.E and (b) concluded that it is, in fact, independent and objective, in accordance with the requirements specified in Appendix A to this CIA. The IRO’s certification shall include a summary of all current and prior engagements between UHS and the IRO.
F. Risk Assessment and Internal Review Process
Within 90 days after the Effective Date, UHS shall develop and implement a centralized annual risk assessment and internal review process to identify and address risks associated with UHS’s participation in the Federal health care programs, including but not limited to the risks associated with standards of care, staffing, and the submission of claims for items and services furnished to Medicare and Medicaid program beneficiaries. The risk assessment and internal review process shall require the Chief Compliance Officer, the Behavioral Health Division Compliance Officer, the Behavioral Health Division Chief Nursing Officer, and other legal, risk and/or department leaders, at least annually, to: (1) identify and prioritize risks, (2) develop internal audit work plans related to the identified risk areas, (3) implement the internal audit work plans, (4) develop corrective action plans in response to the results of any internal audits performed, and (5) track the implementation of the corrective action plans in order to assess the
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effectiveness of such plans. UHS shall maintain the risk assessment and internal review process for the term of the CIA.
G.Disclosure Program
Within 90 days after the Effective Date, UHS shall ensure that it has a Disclosure Program that complies with the following requirements: a mechanism (e.g., a toll-free compliance telephone line) to enable individuals to disclose, to the Compliance Officer or some other person who is not in the disclosing individual’s chain of command, any identified issues or questions associated with UHS’s policies, conduct, practices, or procedures with respect to quality of care or a Federal health care program believed by the individual to be a potential violation of criminal, civil, or administrative law. UHS shall appropriately publicize the existence of the disclosure mechanism (e.g., via periodic e-mails to employees or by posting the information in prominent common areas).
The Disclosure Program shall emphasize a nonretribution, nonretaliation policy, and shall include a reporting mechanism for anonymous communications for which appropriate confidentiality shall be maintained. The Disclosure Program also shall include a requirement that all of UHS’s Covered Persons shall be expected to report suspected violations of any Federal health care program requirements to the Compliance Officer or other appropriate individual designated by UHS. Upon receipt of a disclosure, the Compliance Officer (or designee) shall gather all relevant information from the disclosing individual. The Compliance Officer (or designee) shall make a preliminary, good faith inquiry into the allegations set forth in every disclosure to ensure that he or she has obtained all of the information necessary to determine whether a further review should be conducted. For any disclosure that is sufficiently specific so that it reasonably: (1) permits a determination of the appropriateness of the alleged improper practice; and (2) provides an opportunity for taking corrective action, UHS shall conduct an internal review of the allegations set forth in the disclosure and ensure that proper follow-up is conducted. If the inappropriate or improper practices places patients at risk of harm, then UHS will ensure that that practice ceases immediately and that appropriate action is taken.
The Compliance Officer (or designee) shall maintain a disclosure log and shall record each disclosure in the disclosure log within two business days of receipt of the disclosure. The disclosure log shall include a summary of each disclosure received (whether anonymous or not), the status of the respective internal reviews, and any corrective action taken in response to the internal reviews.
The disclosure log shall be sent to the Monitor required under Section III.D of this CIA not less than monthly.
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1. Definitions. For purposes of this CIA:
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a. |
an “Ineligible Person” shall include an individual or entity who: |
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i. |
is currently excluded from participation in any Federal health care program; or |
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ii. |
has been convicted of a criminal offense that falls within the scope of 42 U.S.C. § 1320a-7(a), but has not yet been excluded. |
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b. |
“Exclusion List” means the HHS/OIG List of Excluded Individuals/Entities (LEIE) (available through the Internet at http://www.oig.hhs.gov). |
2. Screening Requirements. UHS shall ensure that all prospective and current Covered Persons are not Ineligible Persons, by implementing the following screening requirements.
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a. |
UHS shall screen all prospective Covered Persons against the Exclusion List prior to engaging their services and, as part of the hiring or contracting process, shall require such Covered Persons to disclose whether they are Ineligible Persons. |
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b. |
UHS shall screen all current Covered Persons against the Exclusion List within 90 days after the Effective Date and on a monthly basis thereafter. |
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c. |
UHS shall implement a policy requiring all Covered Persons to disclose immediately if they become an Ineligible Person. |
Nothing in this Section III.H affects UHS’s responsibility to refrain from (and liability for) billing Federal health care programs for items or services furnished, ordered, or prescribed by an excluded person. UHS understands that items or services furnished, ordered, or prescribed by excluded persons are not payable by Federal health care programs and that UHS may be liable for overpayments and/or criminal, civil, and administrative sanctions for employing or contracting with an excluded person regardless of whether UHS meets the requirements of Section III.H.
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3.Removal Requirement. If UHS has actual notice that a Covered Person has become an Ineligible Person, UHS shall remove such Covered Person from responsibility for, or involvement with, UHS’s business operations related to the Federal health care program(s) from which such Covered Person has been excluded and shall remove such Covered Person from any position for which the Covered Person’s compensation or the items or services furnished, ordered, or prescribed by the Covered Person are paid in whole or part, directly or indirectly, by any Federal health care program(s) from which the Covered Person has been excluded at least until such time as the Covered Person is reinstated into participation in such Federal health care program(s).
4. Pending Charges and Proposed Exclusions. If UHS has actual notice that a Covered Person is charged with a criminal offense that falls within the scope of 42 U.S.C. §§ 1320a-7(a), 1320a-7(b)(1)-(3), or is proposed for exclusion during the Covered Person’s employment or contract term, UHS shall take all appropriate actions to ensure that the responsibilities of that Covered Person have not and shall not adversely affect the quality of care rendered to any beneficiary or the accuracy of any claims submitted to any Federal health care program.
I. Notification of Government Investigation or Legal Proceeding
Within 30 days after discovery, UHS shall notify OIG, in writing, of any ongoing investigation or legal proceeding known to UHS conducted or brought by a governmental entity or its agents involving an allegation that UHS or a Behavioral Health Facility has committed a crime or has engaged in fraudulent activities. This notification shall include a description of the allegation, the identity of the investigating or prosecuting agency, and the status of such investigation or legal proceeding. UHS also shall provide written notice to OIG within 30 days after the resolution of the matter, and a description of the findings and/or results of the investigation or proceeding, if any.
In addition, within 15 days after notification, UHS shall notify OIG, in writing, of any adverse final determination made by a federal, state, or local government agency or accrediting or certifying agency (e.g., Joint Commission) relating to quality of care issues at any Behavioral Health Facility.
J. Overpayments
1.Definition of Overpayment. An “Overpayment” means any funds that a Behavioral Health Facility receives or retains under any Federal health care program to which the Behavioral Health Facility, after applicable reconciliation, is not entitled under such Federal health care program.
2.Overpayment Policies and Procedures. Within 90 days after the Effective Date, UHS shall develop and implement written policies and procedures
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regarding the identification, quantification, and repayment of Overpayments received from any Federal health care program associated with its Behavioral Health Facilities.
K. Reportable Events
1. Definition of Reportable Event. For purposes of this CIA, a “Reportable Event” means anything that involves:
a. a substantial Overpayment to a Behavioral Health Facility;
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b. |
a matter that a reasonable person would consider a probable violation of criminal, civil, or administrative laws applicable to any Federal health care program for which penalties or exclusion may be authorized; |
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c. |
the employment of or contracting with a Covered Person who is an Ineligible Person as defined by Section III.H.1.a; or |
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d. |
the filing of a bankruptcy petition by UHS. |
A Reportable Event may be the result of an isolated event or a series of occurrences.
2. Reporting of Reportable Events. If UHS determines (after a reasonable opportunity to conduct an appropriate review or investigation of the allegations) through any means that there is a Reportable Event, UHS shall notify OIG, in writing, within 30 days after making the determination that the Reportable Event exists.
3. Reportable Events under Section III.K.1.a and III.K.1.b. For Reportable Events under Section III.K.1.a and b, the report to OIG shall include:
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a. |
a complete description of all details relevant to the Reportable Event, including, at a minimum, the types of claims, transactions or other conduct giving rise to the Reportable Event; the period during which the conduct occurred; and the names of individuals and entities believed to be implicated, including an explanation of their roles in the Reportable Event; |
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b. |
a statement of the Federal criminal, civil or administrative laws that are probably violated by the Reportable Event, if any; |
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d. |
a description of the steps taken to identify and quantify any Overpayments; and |
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e. |
a description of the actions taken to correct the Reportable Event and prevent it from recurring. |
If the Reportable Event involves an Overpayment, within 60 days of identification of the Overpayment, the Behavioral Health Facility shall repay the Overpayment, in accordance with the requirements of 42 U.S.C. § 1320a-7k(d) and any applicable CMS guidance and provide OIG with a copy of the notification and repayment.
4. Reportable Events under Section III.K.1.c. For Reportable Events under Section III.K.1.c, the report to OIG shall include:
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a. |
the identity of the Ineligible Person and the job duties performed by that individual; |
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b. |
the dates of the Ineligible Person’s employment or contractual relationship; |
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c. |
a description of the Exclusion List screening completed before and/or during the Ineligible Person’s employment or contract and any flaw or breakdown in the screening process that led to the hiring or contracting with the Ineligible Person; |
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d. |
a description of how the Ineligible Person was identified; and |
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e. |
a description of any corrective action implemented to prevent future employment or contracting with an Ineligible Person. |
6. Reportable Events under Section III.K.1.d. For Reportable Events under Section III.K.1.d, the report to OIG shall include documentation of the bankruptcy filing and a description of any Federal health care program requirements implicated.
7.Reportable Events Involving the Stark Law. Notwithstanding the reporting requirements outlined above, any Reportable Event that involves solely a probable violation of section 1877 of the Social Security Act, 42 U.S.C. §1395nn (the Stark Law) should be submitted by UHS to CMS through the self-referral disclosure protocol (SRDP), with a copy to the OIG. If UHS identifies a probable violation of the Stark Law and repays the applicable Overpayment directly to the CMS contractor, then
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UHS is not required by this Section III.K to submit the Reportable Event to CMS through the SRDP.
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IV. |
SUCCESSOR LIABILITY |
In the event that, after the Effective Date, UHS proposes to (a) sell any or all of its behavioral health business, business units, or locations (whether through a sale of assets, sale of stock, or other type of transaction) relating to the furnishing of items or services that may be reimbursed by a Federal health care program, or (b) purchase or establish a new behavioral health business, business unit, or location relating to the furnishing of items or services that may be reimbursed by a Federal health care program, the CIA shall be binding on the purchaser of any behavioral health business, business unit, or location and any new behavioral health business, business unit, or location (and all Covered Persons at each new business, business unit, or location) shall be subject to the applicable requirements of this CIA, unless otherwise determined and agreed to in writing by OIG. UHS shall give notice of such sale or purchase to OIG at least 30 days prior to the closing of the transaction.
If, in advance of a proposed sale or a proposed purchase, UHS wishes to obtain a determination by OIG that the proposed purchaser or the proposed acquisition will not be subject to the requirements of the CIA, UHS must notify OIG in writing of the proposed sale or purchase and include the following information at least 30 days in advance: a description of the business, business unit, or location to be sold or purchased, a brief description of the terms of the transaction and, in the case of a proposed sale, the name and contact information of the prospective purchaser.
V.Implementation and Annual Reports
A. Implementation Report.
Within 120 days after the Effective Date, UHS shall submit a written report to OIG summarizing the status of its implementation of the requirements of this CIA (Implementation Report). The Implementation Report shall, at a minimum, include:
1.the name, address, phone number, and position description of the Compliance Officer required by Section III.A, and a summary of other noncompliance job responsibilities the Compliance Officer may have;
2.the names and positions of the members of the Compliance Committee required by Section III.A;
3.the names of the Board members who are responsible for satisfying the Audit Committee of the Board compliance obligations described in Section III.A;
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4.a description of the Quality of Care Review Program required by Section III.A.2;
5.a description of the Dashboard required by Section III.A.2;
6.the names and positions of the Certifying Employees required by Section III.A.4 and a copy of the written process for completing the certification required by Section III.A.4;
7.a list of all Policies and Procedures required by Section III.B;
8.the Training Plan required by Section III.C.1 and a description of the Board of Directors training required by Section III.C.2 (including a summary of the topics covered, the length of the training, and when the training was provided);
9. the following information regarding the IRO(s): (a) identity, address, and phone number; (b) a copy of the engagement letter; (c) information to demonstrate that the IRO has the qualifications outlined in Appendix A to this CIA; and (d) a certification from the IRO regarding its professional independence and objectivity with respect to UHS that includes a summary of all current and prior engagements between UHS and the IRO;
10. a description of the risk assessment and internal review process required by Section III.F;
11.a description of the Disclosure Program required by Section III.G;
12. a description of the Ineligible Persons screening and removal process required by Section III.H;
13.copy of UHS’s policies and procedures regarding the identification, quantification, and repayment of Overpayments required by Section III.J;
14.a description of UHS’s corporate structure, including identification of any individual owners and investors, parent and sister companies, subsidiaries, affiliates, and their respective lines of business;
15.a list of all of UHS corporate offices and the Behavioral Health Facilities (including legal names and mailing addresses), the corresponding name under which each location is doing business, and the location’s Medicare and state Medicaid program provider number and/or supplier number(s); and
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16. the certifications required by Section V.C.
B. Annual Reports.
UHS shall submit to OIG a report on its compliance with the CIA requirements for each of the five Reporting Periods (Annual Report). Each Annual Report shall include, at a minimum, the following information:
1.any change in the identity, position description, or other noncompliance job responsibilities of the Compliance Officer; a current list of the Compliance Committee members, a current list of the Board members who are responsible for satisfying the Board of Directors compliance obligations, and a current list of the Certifying Employees, along with the identification of any changes made during the Reporting Period to the Compliance Committee, Board of Directors, and Certifying Employees; and a description of any changes to the written process for completing the certification required by Section III.A.4;
2.the dates of each report made by the Compliance Officer to the Board (written documentation of such reports shall be made available to OIG upon request);
3.a summary of activities and findings under UHS’s Quality of Care Review Program and a summary of any corrective action taken in response to any problems identified through its Quality of Care Review Program as required by Section III.A.2;
4.a summary of the Compliance Committee’s measurement, analysis, and tracking of the performance metrics included in UHS’s Dashboard, UHS’s progress towards its quality improvement goals, and any changes to the Dashboard and the reasons for such changes, and activities, assessments, recommendations, and findings related to staffing and UHS’s response to those findings;
5.the Board resolution required by Section III.A.3 and a description of the documents and other materials reviewed by the Board, as well as any additional steps taken, in its oversight of the compliance program and in support of making the resolution;
6. a list of any new or revised Policies and Procedures developed during the Reporting Period;
7.a description of any changes to UHS’s Training Plan developed pursuant to Section III.C and summary of any Board of Directors training provided during the Reporting Period;
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8.UHS’s response and action plan(s) related to any written recommendations of the Monitor pursuant to Section III.D;
9.a complete copy of all reports prepared pursuant to Section III.E and UHS’s response to the reports, along with corrective action plan(s) related to any issues raised by the reports, including UHS’s determination of whether the CMS overpayment rule requires the repayment of an extrapolated Overpayment (as defined in Appendix B);
10.a certification from the IRO regarding its professional independence and objectivity with respect to UHS, including a summary of all current and prior engagements between UHS and the IRO;
11. a description of any changes to the risk assessment and internal review process required by Section III.F, including the reasons for such changes;
12.a summary of the following components of the risk assessment and internal review process during the Reporting Period: (a) work plans developed, (b) internal audits performed, (c) corrective action plans developed in response to internal audits, and (d) steps taken to track the implementation of the corrective action plans. Copies of any work plans, internal audit reports, and corrective action plans shall be made available to OIG upon request;
13. a summary of the disclosures in the disclosure log required by Section III.G that relate to Federal health care programs and delivery of patient care, including at least the following information: (a) a description of the disclosure, (b) the date the disclosure was received, (c) the resolution of the disclosure, and (d) the date the disclosure was resolved (if applicable). The complete disclosure log shall be made available to OIG upon request;
14. a summary of Reportable Events (as defined in Section III.K) identified during the Reporting Period and the status of any corrective and preventative action relating to all such Reportable Events;
15. a description of any changes to the Ineligible Persons screening and removal process required by Section III.H, including the reasons for such changes;
16.a description of any changes to the Overpayment policies and procedures required by Section III.J, including the reasons for such changes;
17. a summary describing any ongoing investigation or legal proceeding required to have been reported pursuant to Section III.I. The summary shall include a description of the allegation, the identity of the investigating or prosecuting agency, and the status of such investigation or legal proceeding;
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18. a description of all changes to the most recently provided list of UHS’s locations as required by Section V.A.15;
19.a description of any changes to UHS’s corporate structure, including any individual owners and investors, parent and sister companies, subsidiaries, affiliates, and their respective lines of business; and
20. the certifications required by Section V.C.
The first Annual Report shall be received by OIG no later than 90 days after the end of the first Reporting Period. Subsequent Annual Reports shall be received by OIG no later than the anniversary date of the due date of the first Annual Report.
C. Certifications.
1.Certifying Employees. In each Annual Report, UHS shall include the certifications of Certifying Employees as required by Section III.A.4;
2.Compliance Officer and President. The Implementation Report and each Annual Report shall include a certification by the Compliance Officer and President that:
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a. |
to the best of his or her knowledge, except as otherwise described in the report, UHS has implemented and is in compliance with all of the requirements of this CIA; |
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b.he or she has reviewed the report and has made reasonable inquiry regarding its content and believes that the information in the report is accurate and truthful; and |
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c.he or she understands that the certification is being provided to and relied upon by the United States. |
D. Designation of Information.
UHS shall clearly identify any portions of its submissions that it believes are trade secrets, or information that is commercial or financial and privileged or confidential, and therefore potentially exempt from disclosure under the Freedom of Information Act (FOIA), 5 U.S.C. § 552. UHS shall refrain from identifying any information as exempt from disclosure if that information does not meet the criteria for exemption from disclosure under FOIA.
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VI.Notifications and Submission of Reports
Unless otherwise stated in writing after the Effective Date, all notifications and reports required under this CIA shall be submitted to the following entities:
OIG:
Administrative and Civil Remedies Branch
Office of Counsel to the Inspector General
Office of Inspector General
U.S. Department of Health and Human Services
Cohen Building, Room 5527
330 Independence Avenue, S.W.
Washington, DC 20201
Telephone: 202.619.2078
Facsimile: 202.205.0604
UHS:
Mia Meloni
Chief Compliance Officer and Privacy Officer
Universal Health Services
367 S. Gulph Rd.
King of Prussia, PA 19406
Telephone: (610) 382-3471
Unless otherwise specified, all notifications and reports required by this CIA may be made by electronic mail, overnight mail, hand delivery, or other means, provided that there is proof that such notification was received. Upon request by OIG, UHS may be required to provide OIG with an additional copy of each notification or report required by this CIA in OIG’s requested format (electronic or paper).
VII.OIG Inspection, Audit, and Review Rights
In addition to any other rights OIG may have by statute, regulation, or contract, OIG or its duly authorized representative(s) may conduct interviews, examine and/or request copies of or to copy UHS’s books, records, and other documents and supporting materials and conduct on-site reviews of any of UHS’s locations for the purpose of verifying and evaluating: (a) UHS’s compliance with the terms of this CIA; and (b) UHS’s compliance with the requirements of the Federal health care programs. The documentation described above shall be made available by UHS to OIG or its duly authorized representative(s) at all reasonable times for inspection, audit, and/or reproduction. Furthermore, for purposes of this provision, OIG or its duly authorized representative(s) may interview any of UHS’s owners who are Covered Persons, employees, contractors, and directors who consent to be interviewed at the individual’s
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place of business during normal business hours or at such other place and time as may be mutually agreed upon between the individual and OIG. UHS shall assist OIG or its duly authorized representative(s) in contacting and arranging interviews with such individuals upon OIG’s request. UHS’s owners who are Covered Persons, employees, contractors, and directors may elect to be interviewed with or without a representative of UHS present.
VIII.Document and Record Retention
UHS shall maintain for inspection all documents and records relating to reimbursement from the Federal health care programs and to compliance with this CIA, for six years (or longer if otherwise required by law) from the Effective Date.
IX. Disclosures
Consistent with HHS’s FOIA procedures, set forth in 45 C.F.R. Part 5, OIG shall make a reasonable effort to notify UHS prior to any release by OIG of information submitted by UHS pursuant to its obligations under this CIA and identified upon submission by UHS as trade secrets, or information that is commercial or financial and privileged or confidential, under the FOIA rules. With respect to such releases, UHS shall have the rights set forth at 45 C.F.R. § 5.42(a).
X.Breach and Default Provisions
UHS is expected to fully and timely comply with all of its CIA obligations.
A. Specific Performance of CIA Provisions.
The parties agree that, if OIG determines that UHS is failing to comply with a provision of this CIA, OIG may seek specific performance of that provision. OIG shall provide UHS with prompt written notification of such determination. (This notification shall be referred to as the “Noncompliance Notice.”) UHS shall have 30 days from receipt of the Noncompliance Notice within which to either: (1) cure the alleged failure to comply; or (2) reply in writing that UHS disagrees with the determination of noncompliance and request a hearing before an HHS administrative law judge (ALJ), pursuant to the provisions set for in Section X.F of this CIA.
B. Stipulated Penalties for Failure to Comply with Certain Obligations.
As a contractual remedy, UHS and OIG hereby agree that failure to comply with certain obligations as set forth in this CIA may lead to the imposition of the following
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monetary penalties (hereinafter referred to as “Stipulated Penalties”) in accordance with the following provisions.
1. A Stipulated Penalty of $2,500 (which shall begin to accrue on the day after the date the obligation became due) for each day UHS fails to establish, implement, or comply with any of the following obligations as described in Section III:
a. a Compliance Officer;
b. a Compliance Committee;
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c. |
the Board of Directors compliance obligations; |
d. a Quality of Care Review Program;
e. a Dashboard;
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f. |
the management certification obligations and the development and implementation of a written process for Certifying Employees, as required by Section III.A.4; |
g. written Policies and Procedures;
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h. |
the development of a written training plan and the training and education of Covered Persons and Board Members; |
i. retention of a Monitor;
j. a risk assessment and internal review process;
k.a Disclosure Program;
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l. |
Ineligible Persons screening and removal requirements; |
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m. |
notification of Government investigations or legal proceedings; |
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n. |
policies and procedures regarding the repayment of Overpayments; and |
o. reporting of Reportable Events.
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2. A Stipulated Penalty of $2,500 (which shall begin to accrue on the day after the date the obligation became due) for each day UHS fails to engage and use an IRO, as required by Section III.E, Appendix A, or Appendix B.
3. A Stipulated Penalty of $2,500 (which shall begin to accrue on the day after the date the obligation became due) for each day UHS fails to submit a complete Implementation Report, Annual Reports, or any certification to OIG in accordance with the requirements of Section V by the deadlines for submission.
4. A Stipulated Penalty of $1,500 for each day UHS fails to grant access as required in Section VII (This Stipulated Penalty shall begin to accrue on the date UHS fails to grant access.).
5. A Stipulated Penalty of $2,500 (which shall begin to accrue on the day after the date the obligation became due) for each day UHS fails to submit any Claims Review Report in accordance with the requirements of Section III.E and Appendix B or fails to repay any Overpayment identified by the IRO, as required by Appendix B.
6. A Stipulated Penalty of $50,000 for each false certification submitted by or on behalf of UHS as part of its Implementation Report, any Annual Report, additional documentation to a report (as requested by the OIG), or otherwise required by this CIA.
7. A Stipulated Penalty of $2,500 (which shall begin to accrue on the day after the date the obligation became due) for each day UHS fails to pay a Monitor, as required in Section III.D.5.
8. A Stipulated Penalty of $2,500 for each day UHS fails to comply fully and adequately with any of its obligations with respect to the Monitor, including but not limited to the obligation to grant the Monitor access, as set forth in Section III.D.2, and the obligation to adequately and timely respond to any written recommendation of the Monitor, as set forth in Section III.D.6. OIG shall provide notice to UHS stating the specific grounds for its determination that UHS has failed to comply fully and adequately with the CIA obligation(s) at issue and steps UHS shall take to comply with the CIA. (This Stipulated Penalty shall begin to accrue 10 days after UHS receives this notice from OIG of the failure to comply.)
9. A Stipulated Penalty of $2,500 for each day UHS fails to grant the IRO access to all records and personnel necessary to complete the reviews listed in Section III.E, and for each day UHS fails to furnish accurate and complete records to the IRO, as required by Section III.E and Appendix A.
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10. A Stipulated Penalty of $1,000 for each day UHS fails to comply fully and adequately with any obligation of this CIA. OIG shall provide notice to UHS stating the specific grounds for its determination that UHS has failed to comply fully and adequately with the CIA obligation(s) at issue and steps UHS shall take to comply with the CIA. (This Stipulated Penalty shall begin to accrue 10 days after the date UHS receives this notice from OIG of the failure to comply.) A Stipulated Penalty as described in this Subsection shall not be demanded for any violation for which OIG has sought a Stipulated Penalty under Subsections 1-9 of this Section.
C. Timely Written Requests for Extensions.
UHS may, in advance of the due date, submit a timely written request for an extension of time to perform any act or file any notification or report required by this CIA. Notwithstanding any other provision in this Section, if OIG grants the timely written request with respect to an act, notification, or report, Stipulated Penalties for failure to perform the act or file the notification or report shall not begin to accrue until one day after UHS fails to meet the revised deadline set by OIG. Notwithstanding any other provision in this Section, if OIG denies such a timely written request, Stipulated Penalties for failure to perform the act or file the notification or report shall not begin to accrue until three days after UHS receives OIG’s written denial of such request or the original due date, whichever is later. A “timely written request” is defined as a request in writing received by OIG at least five days prior to the date by which any act is due to be performed or any notification or report is due to be filed.
D. Payment of Stipulated Penalties
1. Demand Letter. Upon a finding that UHS has failed to comply with any of the obligations described in Section X.B and after determining that Stipulated Penalties are appropriate, OIG shall notify UHS of: (a) UHS’s failure to comply; and (b) OIG’s exercise of its contractual right to demand payment of the Stipulated Penalties. (This notification shall be referred to as the “Demand Letter.”)
2. Response to Demand Letter. Within 10 days after the receipt of the Demand Letter, UHS shall either: (a) cure the breach to OIG’s satisfaction and pay the applicable Stipulated Penalties; or (b) request a hearing before an ALJ to dispute OIG’s determination of noncompliance, pursuant to the agreed upon provisions set forth below in Section X.F. In the event UHS elects to request an ALJ hearing, the Stipulated Penalties shall continue to accrue until UHS cures, to OIG’s satisfaction, the alleged breach in dispute. Failure to respond to the Demand Letter in one of these two manners within the allowed time period shall be considered a material breach of this CIA and shall be grounds for exclusion under Section X.E.
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3. Form of Payment. Payment of the Stipulated Penalties shall be made by electronic funds transfer to an account specified by OIG in the Demand Letter.
4. Independence from Material Breach Determination. Except as set forth in Section X.E.1.d, these provisions for payment of Stipulated Penalties shall not affect or otherwise set a standard for OIG’s decision that UHS has materially breached this CIA, which decision shall be made at OIG’s discretion and shall be governed by the provisions in Section X.E, below.
E. Exclusion for Material Breach of this CIA
1. Definition of Material Breach. A material breach of this CIA means:
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a. |
repeated violations or a flagrant violation of any of the obligations under this CIA, including, but not limited to, the obligations addressed in Section X.A; |
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b. |
a failure by UHS to report a Reportable Event, take corrective action, or make the appropriate refunds, as required in Section III.K; |
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c. |
a violation of any obligation under this CIA that has a material impact on the quality of patient care; |
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d. |
a failure to respond to a Noncompliance Notice concerning specific performance in accordance with Section X.A; |
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e. |
a failure to respond to a Demand Letter concerning the payment of Stipulated Penalties in accordance with Section X.D; |
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f. |
a failure to retain, pay, or use the Monitor, or failure to respond to the recommendations of the Monitor, in accordance with Section III.D; or |
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g. |
a failure to engage and use an IRO in accordance with Section III.E, Appendix A, or Appendix B. |
2. Notice of Material Breach and Intent to Exclude. The parties agree that a material breach of this CIA by UHS constitutes an independent basis for UHS’s exclusion from participation in the Federal health care programs. The length of the exclusion shall be in the OIG’s discretion, but not more than five years per material
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breach. Upon a determination by OIG that UHS has materially breached this CIA and that exclusion is the appropriate remedy, OIG shall notify UHS of: (a) UHS’s material breach; and (b) OIG’s intent to exercise its contractual right to impose exclusion. (This notification shall be referred to as the “Notice of Material Breach and Intent to Exclude.”) The exclusion may be directed at one or more of the Behavioral Health Facilities or corporate entities, depending upon the facts of the breach.
3. Opportunity to Cure. UHS shall have 30 days from the date of receipt of the Notice of Material Breach and Intent to Exclude to demonstrate that:
a. the alleged material breach has been cured; or
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b. |
the alleged material breach cannot be cured within the 30-day period, but that: (i) UHS has begun to take action to cure the material breach; (ii) UHS is pursuing such action with due diligence; and (iii) UHS has provided to OIG a reasonable timetable for curing the material breach. |
4. Exclusion Letter. If, at the conclusion of the 30-day period, UHS fails to satisfy the requirements of Section X.E.3, OIG may exclude UHS from participation in the Federal health care programs. OIG shall notify UHS in writing of its determination to exclude UHS. (This letter shall be referred to as the “Exclusion Letter.”) Subject to the Dispute Resolution provisions in Section X.F, below, the exclusion shall go into effect 30 days after the date of UHS’s receipt of the Exclusion Letter. The exclusion shall have national effect. Reinstatement to program participation is not automatic. At the end of the period of exclusion, UHS may apply for reinstatement by submitting a written request for reinstatement in accordance with the provisions at 42 C.F.R. §§ 1001.3001-.3004.
F. Dispute Resolution
1. Review Rights. Upon OIG’s delivery to UHS of its Noncompliance Notice, Demand Letter, or Exclusion Letter, and as an agreed-upon contractual remedy for the resolution of disputes arising under this CIA, UHS shall be afforded certain review rights comparable to the ones that are provided in 42 U.S.C. § 1320a-7(f) and 42 C.F.R. Part 1005 as if they applied to the specific performance, Stipulated Penalties, or exclusion sought pursuant to this CIA. Specifically, OIG’s determination to demand specific performance, payment of Stipulated Penalties, or seek exclusion shall be subject to review by an HHS ALJ and, in the event of an appeal, the HHS Departmental Appeals Board (DAB), in a manner consistent with the provisions in 42 C.F.R. § 1005.2-1005.21. Notwithstanding the language in 42 C.F.R. § 1005.2(c), the request for a hearing involving specific performance or Stipulated Penalties shall be made within 10 days after receipt of the Demand Letter and the request for a hearing involving exclusion shall be
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made within 25 days after receipt of the Exclusion Letter. The procedures relating to the filing of a request for a hearing can be found at http://www.hhs.gov/dab/division/civil/procedures/divisionprocedures.html.
2. Specific Performance Review. Notwithstanding any provision of Title 42 of the United States Code or Title 42 of the Code of Federal Regulations, the only issues in a proceeding for specific performance of CIA provisions shall be:
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a. |
whether, at the time specified in the Noncompliance Notice, UHS was in full and timely compliance with the obligations of this CIA for which OIG seeks specific performance; and |
b.whether UHS failed to cure.
UHS shall have the burden of proving its full and timely compliance and the steps taken to cure the noncompliance, if any. OIG shall not have the right to appeal to the DAB an adverse ALJ decision related to specific performance. If the ALJ agrees with OIG, UHS shall take the actions OIG deems necessary to cure within 20 days after the ALJ issues such a decision unless UHS requests review of the ALJ decision by the DAB. If the ALJ decision is properly appealed to the DAB and the DAB upholds the determination of OIG, UHS shall take the actions OIG deems necessary to cure within 20 days after the DAB issues its decision.
3. Stipulated Penalties Review. Notwithstanding any provision of Title 42 of the United States Code or Title 42 of the Code of Federal Regulations, the only issues in a proceeding for Stipulated Penalties under this CIA shall be: (a) whether UHS was in full and timely compliance with the obligations of this CIA for which OIG demands payment; and (b) the period of noncompliance. UHS shall have the burden of proving its full and timely compliance and the steps taken to cure the noncompliance, if any. OIG shall not have the right to appeal to the DAB an adverse ALJ decision related to Stipulated Penalties. If the ALJ agrees with OIG with regard to a finding of a breach of this CIA and orders UHS to pay Stipulated Penalties, such Stipulated Penalties shall become due and payable 20 days after the ALJ issues such a decision unless UHS requests review of the ALJ decision by the DAB. If the ALJ decision is properly appealed to the DAB and the DAB upholds the determination of OIG, the Stipulated Penalties shall become due and payable 20 days after the DAB issues its decision.
4. Exclusion Review. Notwithstanding any provision of Title 42 of the United States Code or Title 42 of the Code of Federal Regulations, the only issues in a
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proceeding for exclusion based on a material breach of this CIA shall be whether UHS was in material breach of this CIA and, if so, whether:
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a. |
UHS cured such breach within 30 days of its receipt of the Notice of Material Breach; or |
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b. |
the alleged material breach could not have been cured within the 30-day period, but that, during the 30-day period following UHS’s receipt of the Notice of Material Breach: (i) UHS had begun to take action to cure the material breach; (ii) UHS pursued such action with due diligence; and (iii) UHS provided to OIG a reasonable timetable for curing the material breach. |
For purposes of the exclusion herein, exclusion shall take effect only after an ALJ decision favorable to OIG, or, if the ALJ rules for UHS, only after a DAB decision in favor of OIG. UHS’s election of its contractual right to appeal to the DAB shall not abrogate OIG’s authority to exclude UHS upon the issuance of an ALJ’s decision in favor of OIG. If the ALJ sustains the determination of OIG and determines that exclusion is authorized, such exclusion shall take effect 20 days after the ALJ issues such a decision, notwithstanding that UHS may request review of the ALJ decision by the DAB. If the DAB finds in favor of OIG after an ALJ decision adverse to OIG, the exclusion shall take effect 20 days after the DAB decision. UHS shall waive its right to any notice of such an exclusion if a decision upholding the exclusion is rendered by the ALJ or DAB. If the DAB finds in favor of UHS, UHS shall be reinstated effective on the date of the original exclusion.
5. Finality of Decision. The review by an ALJ or DAB provided for above shall not be considered to be an appeal right arising under any statutes or regulations. Consequently, the parties to this CIA agree that the DAB’s decision (or the ALJ’s decision if not appealed) shall be considered final for all purposes under this CIA.
XI.Effective and Binding Agreement
UHS and OIG agree as follows:
A. This CIA shall become final and binding on the date the final signature is obtained on the CIA.
B. This CIA constitutes the complete agreement between the parties and may not be amended except by written consent of the parties to this CIA.
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C. OIG may agree to a suspension of UHS’s obligations under this CIA based on a certification by UHS that it is no longer providing health care items or services that will be billed to any Federal health care program and it does not have any ownership or control interest, as defined in 42 U.S.C. § 1320a-3, in any entity that bills any Federal health care program. If UHS is relieved of its CIA obligations, UHS shall be required to notify OIG in writing at least 30 days in advance if UHS plans to resume providing health care items or services that are billed to any Federal health care program or to obtain an ownership or control interest in any entity that bills any Federal health care program. At such time, OIG shall evaluate whether the CIA will be reactivated or modified.
D. All requirements and remedies set forth in this CIA are in addition to and do not affect (1) UHS’s responsibility to follow all applicable Federal health care program requirements or (2) the government’s right to impose appropriate remedies for failure to follow applicable Federal health care program requirements.
E. The undersigned UHS signatories represent and warrant that they are authorized to execute this CIA. The undersigned OIG signatories represent that they are signing this CIA in their official capacities and that they are authorized to execute this CIA.
F. This CIA may be executed in counterparts, each of which constitutes an original and all of which constitute one and the same CIA. Electronically-transmitted copies of signatures shall constitute acceptable, binding signatures for purposes of this CIA.
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On Behalf Of UHS
/s/ Mia MeloniJuly 6, 2020
MIA MELONIDATE
Vice President and Chief Compliance Officer
Universal Health Services
/s/ Jonathan M. PhillipsJuly 6, 2020
JONATHAN M. PHILLIPSDATE
Gibson, Dunn & Crutcher LLP
Counsel for UHS
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On Behalf Of The Office Of Inspector General
Of The Department Of Health And Human Services
/s/ Lisa M. ReJune 26, 2020
LISA M. REDATE
Assistant Inspector General for Legal Affairs
Office of Inspector General
U. S. Department of Health and Human Services
/s/ KATHERINE MATOSJuly 6, 2020
KATHERINE MATOSDATE
Senior Counsel
Office of Inspector General
U. S. Department of Health and Human Services
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Independent Review Organization
This Appendix contains the requirements relating to the Independent Review Organization (IRO) required by Section III.E of the CIA.
A.IRO Engagement
1.UHS shall engage an IRO that possesses the qualifications set forth in Paragraph B, below, to perform the responsibilities in Paragraph C, below. The IRO shall conduct the review in a professionally independent and objective fashion, as set forth in Paragraph E. Within 30 days after OIG receives the information identified in Section V.A.9 of the CIA or any additional information submitted by UHS in response to a request by OIG, whichever is later, OIG will notify UHS if the IRO is unacceptable. Absent notification from OIG that the IRO is unacceptable, UHS may continue to engage the IRO.
2.If UHS engages a new IRO during the term of the CIA, that IRO must also meet the requirements of this Appendix. If a new IRO is engaged, UHS shall submit the information identified in Section V.A.9 of the CIA to OIG within 30 days of engagement of the IRO. Within 30 days after OIG receives this information or any additional information submitted by UHS at the request of OIG, whichever is later, OIG will notify UHS if the IRO is unacceptable. Absent notification from OIG that the IRO is unacceptable, UHS may continue to engage the IRO.
B.IRO Qualifications
The IRO shall:
1.assign individuals to conduct the Claims Review who have expertise in the Medicare, state Medicaid, and TRICARE program requirements applicable to the claims being reviewed;
2.assign individuals to design and select the Claims Review sample who are knowledgeable about the appropriate statistical sampling techniques;
3.assign individuals to conduct the coding review portions of the Claims Review who have a nationally recognized coding certification and who have maintained this certification (e.g., completed applicable continuing education requirements);
4.assign licensed nurses or physicians with relevant education, training and specialized expertise (or other licensed health care professionals acting within their scope
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of practice and specialized expertise) to make the medical necessity determinations required by the Claims Review; and
5.have sufficient staff and resources to conduct the reviews required by the CIA on a timely basis.
C.IRO Responsibilities
The IRO shall:
1.perform each Claims Review in accordance with the specific requirements of the CIA;
2.follow all applicable Medicare, state Medicaid, and TRICARE program rules and reimbursement guidelines in making assessments in the Claims Review;
3.request clarification from the appropriate authority (e.g., Medicare contractor), if in doubt of the application of a particular Medicare, state Medicaid, or TRICARE program policy or regulation;
4.respond to all OIG inquires in a prompt, objective, and factual manner; and
5.prepare timely, clear, well-written reports that include all the information required by Appendix B to the CIA.
D.UHS Responsibilities
UHS shall ensure that the IRO has access to all records and personnel necessary to complete the reviews listed in III.E of this CIA and that all records furnished to the IRO are accurate and complete.
E.IRO Independence and Objectivity
The IRO must perform the Claims Review in a professionally independent and objective fashion, as defined in the most recent Government Auditing Standards issued by the U.S. Government Accountability Office.
F.IRO Removal/Termination
1.UHS and IRO. If UHS terminates its IRO or if the IRO withdraws from the engagement during the term of the CIA, UHS must submit a notice explaining (a) its reasons for termination of the IRO or (b) the IRO’s reasons for its withdrawal to OIG, no later than 30 days after termination or withdrawal. UHS must engage a new IRO in accordance with Paragraph A of this Appendix and within 60 days of termination or withdrawal of the IRO.
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2.OIG Removal of IRO. In the event OIG has reason to believe the IRO does not possess the qualifications described in Paragraph B, is not independent and objective as set forth in Paragraph E, or has failed to carry out its responsibilities as described in Paragraph C, OIG shall notify UHS in writing regarding OIG’s basis for determining that the IRO has not met the requirements of this Appendix. UHS shall have 30 days from the date of OIG’s written notice to provide information regarding the IRO’s qualifications, independence or performance of its responsibilities in order to resolve the concerns identified by OIG. If, following OIG’s review of any information provided by UHS regarding the IRO, OIG determines that the IRO has not met the requirements of this Appendix, OIG shall notify UHS in writing that UHS shall be required to engage a new IRO in accordance with Paragraph A of this Appendix. UHS must engage a new IRO within 60 days of its receipt of OIG’s written notice. The final determination as to whether or not to require UHS to engage a new IRO shall be made at the sole discretion of OIG.
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Claims Review
A.Claims Review. The IRO shall perform the Claims Review annually to cover each of the five Reporting Periods. The Claims Review shall be conducted at 8 of the Behavioral Health Facilities (“Subject Facilities”) for each Reporting Period. For each 20 additional facilities that UHS may acquire after execution of this Agreement during the term of this CIA and that meet the definition of a Behavioral Health Facility, 1 additional facility will be added to the Subject Facilities for each Reporting Period. The IRO shall perform all components of each Claims Review.
1.Definitions. For the purposes of the Claims Review, the following definitions shall be used:
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a. |
Overpayment: The amount of money a Subject Facility or Facilities have received in excess of the amount due and payable under Medicare program, a state Medicaid program, or the TRICARE program requirements, as determined by the IRO in connection with the Claims Review performed under this Appendix B. |
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b. |
Paid Claim: A claim submitted by a Subject Facility and for which the Subject Facility has received reimbursement for inpatient or residential psychiatric services or inpatient or residential substance use disorder treatment services from the Medicare program, a state Medicaid program, or the TRICARE program. |
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c. |
Population: The Population shall be defined as all Paid Claims during the 12-month period covered by the Claims Review. In OIG’s discretion, OIG may limit the Population to one or more subset(s) of Paid Claims to be reviewed and shall notify UHS and the IRO of its selection of the Population at least 30 days prior to the end of each Reporting Period. |
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UHS, or its IRO on behalf of UHS, may submit proposals identifying suggestions for the subset(s) of Paid Claims to be reviewed at least 90 days prior to the end of each Reporting Period. In connection with limiting the Population, OIG may consider (1) proposals submitted by UHS or its IRO, (2) information furnished to OIG regarding the results of UHS’s internal risk assessment and internal auditing, or (3) information provided by the Independent Monitor. The determination of whether, and in what manner, to limit the Population shall be made at the sole discretion of OIG. |
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2.Selection of Facilities. In connection with limiting the Population, OIG will select the Subject Facilities for the Claims Review in each Reporting Period. In order to facilitate OIG’s selection, at least 90 days prior to the end of the Reporting Period, UHS shall furnish to OIG the following information for each Behavioral Health Facility for the prior calendar year: (1) Federal health care program revenues, (2) Federal health care program patient census, (3) Federal health care program payor mix, and (4) average patient lengths of stay. UHS, or its IRO on behalf of UHS, may submit proposals identifying suggestions for the Behavioral Health Facilities to be reviewed at least 90 days prior to the end of each Reporting Period.
3. Claims Review Sample. The IRO shall randomly select and review a sample of 50 Paid Claims (Claims Review Sample) for each of the Subject Facilities. The Paid Claims shall be reviewed based on the supporting documentation available at UHS’s or the Subject Facility’s office or under UHS’s control and applicable Medicare program, a state Medicaid program, or the TRICARE program requirements to determine whether the items and services furnished were medically necessary, appropriately documented, and whether the claim was correctly coded, submitted, and reimbursed. For each Paid Claim in the Claims Review Sample that results in an Overpayment, the IRO shall review the system(s) and process(es) that generated the Paid Claim and identify any problems or weaknesses that may have resulted in the identified Overpayments. The IRO shall provide its observations and recommendations on suggested improvements to the system(s) and the process(es) that generated the Paid Claim.
4.Other Requirements.
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a. |
Supplemental Materials. The IRO shall request all documentation and materials required for its review of the Paid Claims in the Claims Review Sample and UHS or the Subject Facility shall furnish such documentation and materials to the IRO prior to the IRO initiating its review of the Claims Review Sample. If the IRO accepts any supplemental documentation or materials from UHS or the Subject Facility after the IRO has completed its initial review of the Claims Review Sample (Supplemental Materials), the IRO shall identify in the Claims Review Report the Supplemental Materials, the date the Supplemental Materials were accepted, and the relative weight the IRO gave to the Supplemental Materials in its review. In addition, the IRO shall include a narrative in the Claims Review Report describing the process by which the Supplemental Materials were accepted and the IRO’s reasons for accepting the Supplemental Materials. |
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b. |
Paid Claims without Supporting Documentation. Any Paid Claim for which the Subject Facility or Facilities cannot produce |
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documentation shall be considered an error and the total reimbursement received by the Subject Facility or Facilities for such Paid Claim shall be deemed an Overpayment. Replacement sampling for Paid Claims with missing documentation is not permitted. |
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c. |
Use of First Samples Drawn. For the purposes of the Claims Review Sample discussed in this Appendix, the first set of Paid Claims selected shall be used (i.e., it is not permissible to generate more than one list of random samples and then select one for use with the Claims Review Sample). |
5.Repayment of Identified Overpayments. Subject Facilities shall repay within 60 days any Overpayment(s) identified by the IRO in the Claims Review Sample, in accordance with the requirements of 42 U.S.C. § 1320a-7k(d) and any applicable regulations and Centers for Medicare and Medicaid Services (CMS) guidance (the “CMS overpayment rule”), or TRICARE guidance. If UHS determines that the CMS overpayment rule requires that an extrapolated Overpayment be repaid, Subject Facilities shall repay that amount at the mean point estimate as calculated by the IRO. UHS shall make available to OIG all documentation that reflects the refund of any Overpayment(s) to the payor. OIG, in its sole discretion, may refer the findings of the Claims Review Sample (and any related work papers) received from UHS to the appropriate Medicare, state Medicaid, or TRICARE program contractor for appropriate follow up by that payor.
B.Claims Review Report. The IRO shall prepare a Claims Review Report as described in this Appendix for each Claims Review performed. The following information shall be included in the Claims Review Report.
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1. |
Claims Review Methodology. |
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a. |
Claims Review Population. A description of the Population subject to the Claims Review. |
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b. |
Claims Review Objective. A clear statement of the objective intended to be achieved by the Claims Review. |
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bulletins (including issue and date), other policies, regulations, or directives). |
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d. |
Review Protocol. A narrative description of how the Claims Review was conducted and what was evaluated. |
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e. |
Supplemental Materials. A description of any Supplemental Materials as required by Section A.3.a., above. |
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2. |
Statistical Sampling Documentation. |
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a. |
A copy of the printout of the random numbers generated by the “Random Numbers” function of the statistical sampling software used by the IRO. |
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b. |
A description or identification of the statistical sampling software package used by the IRO. |
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3. |
Claims Review Findings. |
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a. |
Narrative Results. |
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i. |
A description of billing and coding system(s), including the identification, by position description, of the personnel involved in coding and billing. |
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ii. |
A description of controls in place to ensure that all items and services billed to Medicare program, a state Medicaid program, or the TRICARE program are medically necessary and appropriately documented. |
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iii. |
A narrative explanation of the IRO’s findings and supporting rationale (including reasons for errors, patterns noted, etc.) regarding the Claims Review, including the results of the Claims Review Sample. |
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b. |
Quantitative Results. |
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i. |
Total number and percentage of instances in which the IRO determined that the coding of the Paid Claims differed from what should have been the correct coding and in which such difference resulted in an Overpayment. |
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ii. |
Total number and percentage of instances in which the IRO determined that a Paid Claim was not appropriately |
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documented and in which such documentation errors resulted in an Overpayment. |
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iii. |
Total number and percentage of instances in which the IRO determined that a Paid Claim was for items or services that were not medically necessary and resulted in an Overpayment. |
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iv. |
Total dollar amount of all Overpayments in the Claims Review Sample. |
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v. |
Total dollar amount of Paid Claims included in the Claims Review Sample. |
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vi. |
Error Rate in the Claims Review Sample. The Error Rate shall be calculated by dividing the Overpayment in the Claims Review Sample by the total dollar amount associated with the Paid Claims in the Claims Review Sample. |
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vii. |
An estimate of the actual Overpayment in the Population at the mean point estimate. |
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viii. |
A spreadsheet of the Claims Review results that includes the following information for each Paid Claim: Federal health care program billed, beneficiary health insurance claim number, date of service, code submitted (e.g., DRG, CPT code, etc.), code reimbursed, allowed amount reimbursed by payor, correct code (as determined by the IRO), correct allowed amount (as determined by the IRO), dollar difference between allowed amount reimbursed by payor and the correct allowed amount. |
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c. |
Recommendations. The IRO’s report shall include any recommendations for improvements to billing and coding system or to controls for ensuring that all items and services billed to Medicare program, a state Medicaid program, or the TRICARE program are medically necessary and appropriately documented, based on the findings of the Claims Review. |
4.Credentials. The names and credentials of the individuals who: (1) designed the statistical sampling procedures and the review methodology utilized for the Claims Review and (2) performed the Claims Review.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT:Steve Filton
Chief Financial OfficerJuly 10, 2020
610-768-3300
UNIVERSAL HEALTH SERVICES, INC.
ANNOUNCES FINAL SETTLEMENT RESOLVING THE GOVERNMENT’S INVESTIGATION OF OUR BEHAVIORAL HEALTH CARE FACILITIES
KING OF PRUSSIA, PA - Universal Health Services, Inc. (NYSE: UHS; the “Company”) has filed a Form 8-K with the Securities and Exchange Commission announcing that it has finalized definitive settlement agreements resolving the civil aspects of investigations of its behavioral health care facilities conducted by the U.S. Department of Justice, Office of the Inspector General for the Department of Health and Human Services (“OIG-HHS”) and various state attorneys general.
Pursuant to the terms of the settlement agreements, which were consistent with the agreement in principle previously announced in July, 2019, on July 9, 2020, the Company made net aggregate payments of approximately $117.3 million, which is net of approximately $9.7 million of aggregate funds previously withheld from us, and before accrued interest and related fees, costs and individual claims due to or on behalf of third-parties amounting to approximately $6.2 million in the aggregate. The final aggregate settlement amounts, together with accrued interest and related fees and costs, did not differ materially from the reserves previously established in connection with this matter.
The Company denies the allegations raised in this matter and the settlement does not constitute a finding of improper conduct or failure to provide appropriate care and treatment in accordance with governing rules and regulations or an admission of facts or liability by the Company or any of its subsidiary behavioral health facilities. UHS is pleased to have resolved this matter to avoid future distractions and the high costs of litigation, while ensuring that our focus remains steadfast on providing excellent care to our patients and their families.
As a condition of this settlement, UHS has entered into a Corporate Integrity Agreement (“CIA”) with the OIG-HHS. Notwithstanding, UHS already has a compliance program in existence which includes elements required by the CIA. The Company’s existing compliance program makes it well positioned to comply with the obligations of the CIA going forward.
About Universal Health Services, Inc.
One of the nation’s largest and most respected providers of hospital and healthcare services, Universal Health Services, Inc. has built an impressive record of achievement and performance. Growing steadily since our inception into an esteemed Fortune 500 corporation, our annual revenues were approximately $11.4 billion during 2019. In 2020, UHS was again recognized as one of the World’s Most Admired Companies by Fortune; in 2019 ranked #293 on the Fortune 500; and in 2017, listed #275 in Forbes inaugural ranking of America’s Top 500 Public Companies.
Our operating philosophy is as effective today as it was 40 years ago, enabling us to provide compassionate care to our patients and their loved ones. Our strategy includes building or acquiring
high quality hospitals in rapidly growing markets, investing in the people and equipment needed to allow each facility to thrive, and becoming the leading healthcare provider in each community we serve.
Headquartered in King of Prussia, PA, UHS has more than 90,000 employees and through its subsidiaries operates 26 acute care hospitals, 331 behavioral health facilities, 42 outpatient facilities and ambulatory care access points, an insurance offering, a physician network and various related services located in 37 U.S. states, Washington, D.C., Puerto Rico and the United Kingdom. It acts as the advisor to Universal Health Realty Income Trust, a real estate investment trust (NYSE:UHT). For additional information on the Company, visit our web site: http://www.uhsinc.com.
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