EXHIBIT A
`EXHIBIT A
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`Case 2:22-cv-04100-NKL Document 1-1 Filed 06/27/22 Page 1 of 50
`Case 2:22-cv-04100-NKL Document1-1 Filed 06/27/22 Page 1 of 50
`
`

`

`CT Corporation
`Service of Process Notification
`05/26/2022
`CT Log Number 541648444
`
` 
` 
`Service of Process Transmittal Summary
` 
`TO:
`
`Scott King
`Corizon Health, Inc.
`103 Powell Court
`Brentwood, TN 37027
`
`RE:
`
`Process Served in Missouri
`
`Corizon, LLC  (Domestic State: MO)
`
`FOR:
` 
` 
`ENCLOSED ARE COPIES OF LEGAL PROCESS RECEIVED BY THE STATUTORY AGENT OF THE ABOVE COMPANY AS FOLLOWS:
`
`TITLE OF ACTION:
`
`CASE #:
`
`THE CURATORS OF THE UNIVERSITY OF MISSOURI and CAPITAL REGION MEDICAL
`CENTER, vs. CORIZON HEALTH, INC
`22BACV01701
`
`PROCESS SERVED ON:
`
`C T Corporation System, Clayton, MO
`
`DATE/METHOD OF SERVICE:
`
`By Process Server on 05/26/2022 at 02:33
`
`JURISDICTION SERVED:
`
`Missouri
`
`ACTION ITEMS:
`
`CT has retained the current log, Retain Date: 05/26/2022, Expected Purge Date:
`05/31/2022
`
`Image SOP
`
`Email Notification,  Scott King  scott.king@corizonhealth.com
`
`Email Notification,  Tracy Bartoli  tracy.bartoli@corizonhealth.com
`
`Email Notification,  Dawn Mullett  dawn.mullett@corizonhealth.com
`
`REGISTERED AGENT CONTACT:
`
`C T Corporation System
`120 South Central Avenue
`Clayton, MO 63105
`866-665-5799
`SouthTeam2@wolterskluwer.com
`
` 
` 
` 
`The information contained in this Transmittal is provided by CT for quick reference only. It does not constitute a legal opinion,
`and should not otherwise be relied on, as to the nature of action, the amount of damages, the answer date, or any other
`information contained in the included documents. The recipient(s) of this form is responsible for reviewing and interpreting the
`included documents and taking appropriate action, including consulting with its legal and other advisors as necessary. CT
`disclaims all liability for the information contained in this form, including for any omissions or inaccuracies that may be
`contained therein.
`
`Case 2:22-cv-04100-NKL Document 1-1 Filed 06/27/22 Page 2 of 50
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`Page 1 of  1
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`

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`Wolters Kluwer
`
`PROCESS SERVER DELIVERY DETAILS
`
`Date:
`Server Name:
`
`Thu, May 26, 2022
`Martin Hueckel
`
`Entity Served
`
`Case Number
`
`Jurisdiction
`
`CORIZON, LLC
`
`228ACV01701
`
`MO
`
`Inserts
`
`

`

`IN THE 13TH JUDICIAL CIRCUIT, BOONE COUNTY, MISSOURI
`
`Judge or Division:
`JOSHUA CALVIN DEVINE
`Plaintiff/Petitioner:
`THE CURATORS OF THE U OF MO
`
`Defendant/Respondent:
`CORIZON HEALTH INC- CT CORP
`Nature of Suit:
`CC Breach of Contract
`
`Case Number: 228A-CV01701
`
`VS.
`
`Plaintiffs/Petitioner's Attorney/Address
`PATRICK JOSEPH STUEVE
`460 NICHOLS RD, SUITE 200
`KANSAS CITY, MO 64112
`Court Address:
`705 E Walnut
`COLUMBIA, MO 65201
`
`Summons in Civil Case
`The State of Missouri to: CORIZON, LLC
`Alias:
`
`CT CORPORATION SYSTEM
`120 SOUTH CENTRAL AVE.
`CLAYTON, MO 63106
`COURT SEAL OF
`
`(Date File Stamp)
`
`You are summoned to appear before this court and to file your pleading to the petition, a
`copy of which is attached, and to serve a copy of your pleading upon the attorney for
`plaintiff/petitioner at the above address all within 30 days after receiving this summons,
`exclusive of the day of service. If you fail to file your pleading, judgment by default may
`be taken against you for the relief demanded in the petition.
`
`05-23-2022
`Date
`Further Information:
`
`/s/ D. Roop
`Cleric
`
`Sheriffs or Server's Return
`Note to serving officer: Summons should be returned to the court within 30 days after the date of issue.
`I certify that I have served the above Summons by: (check one)
`delivering a copy of the summons and petition to the defendant/respondent.
`o leaving a copy of the summons and petition at the dwelling house or usual place of abode of the defendant/respondent with
` , a person at least 18 years of age residing therein.
`o (for service on a corporation) delivering a copy of the summons and petition to:
` (name) (title).
`other:
`
`Served at
`
`in
`
`(Seal)
`
`(County/City of St. Louis), MO, on
`
`(date) at
`
`(address)
`
`(time).
`
`Signature of Sheriff or Server
`Printed Name of Sheriff or Server
`Must be sworn before a notary public If not served by an authorized officer:
`Subscribed and sworn to before me on
`
`(date).
`
`My commission expires:
`Date
`
`Notary Public
`
`Sheriff's Fees, if applicable
`Summons
`Non Est
`Sheriffs Deputy Salary
`Supplemental Surcharge $ 10.00
`Mileage (
`Total
`A copy of the summons and petition must be served on each defendant/respondent. For methods of service on all classes of suits,
`see Supreme Court Rule 54.
`
`miles @ $.
`
`per mile)
`
`SJRC (07-21) SM30 (SMCC) For Court Use Only: Document ID te. 22-SMCC-413 1 of 1 (22BA-CV01701) Civil Procedure Form No. 1, SCR 54.01 - 54.05,
`54.13, and 54.20; 506.120 - 506.140, and 506.150 RSMo
`
`

`

`22BA-CV01701
`
`IN THE CIRCUIT COURT OF W)ONE COUNTY, MISSOURI
`
`THE CURATORS OF THE UNIVERSITY OF
`MISSOURI and CAPITAL REGION
`MEDICAL CENTER,
`
`Plaintiffs,
`
`V.
`
`CORIZON HEALTH, INC., and
`CORIZON, LLC,
`
`Serve: C T CORPORATION SYSTEM
`120 South Central Ave
`Clayton, MO 63105.
`
`Defendants.
`
`Case No.
`
`Division
`
`PETITION
`
`Plaintiffs The Curators of The University of Missouri on behalf of University of Missouri
`
`Health Care and University Physicians ("University"), and Capital Region Medical Center
`
`("Capital Region") (collectively, "Hospital" or "Plaintiffs"), by and through undersigned counsel,
`
`hereby allege as follows against Defendants Corizon Health, Inc. and Corizon, LLC (collectively,
`
`"Corizon Health" or "Defendants"):
`
`PARTIES
`
`I.
`
`Plaintiff The Curators of The University of Missouri is the state university
`
`recognized by Article IX., Sections 9(a) and 9(b) of the Missouri Constitution and incorporated by
`
`RSMo § 172.020. The Curators of the University of Missouri operates University Physicians and
`
`University of Missouri Health Care as part of its academic health system based in Columbia,
`
`Missouri. University includes accredited healthcare facilities that are authorized to operate as
`
`hospitals in the State of Missouri..
`
`

`

`a)
`
`11
`a_
`
`cr)
`
`CD
`r.)
`
`N.)
`
`S..
`
`2.
`
`Plaintiff Capital Region Medical Center is a nonprofit corporation organized under
`
`the laws of the State of Missouri with its principal place of business in Jefferson City, Missouri.
`
`Capital Region is an affiliate of University (as defined in the Agreement at Exhibit A p. 1, 1.2,
`
`referenced below) and operates an accredited healthcare facility authorized to operate as a hospital
`
`in the State of Missouri.
`
`3.
`
`Defendant Corizon Health, Inc. is a Delaware corporation with its principal place
`
`of business in Brentwood, Tennessee. Corizon Health, Inc. is engaged in the business of practicing
`
`medicine and providing correctional healthcare throughout the United States, including in the State
`
`of Missouri. Corizon Health, Inc. is licensed to and doing business in Missouri and can be served
`
`with process through its registered agent: CT Corporation System, 120 South Central Avenue,
`
`Clayton, Missouri, 63105.
`
`4.
`
`Defendant, Corizon, LLC is a Missouri limited liability company licensed to and
`
`doing business in Missouri. and can be served with process through its registered agent: CT
`
`Corporation System, 120 South Central Avenue, Clayton, Missouri, 63105. Upon information and
`
`belief, Corizon, 'LLC is a wholly owned subsidiary of Corizon Health, Inc., and Corizon Health,
`
`Inc. is Corizon, L.LC's sole member.
`
`5 Upon information and belief, Corizon Health, Inc. dominates, controls, and directs
`
`the operations of Corizon, LLC. In both the Agreement with Plaintiffs and nationwide, Corizon.
`
`Health, Inc. and Corizon LLC hold themselves out as a single enterprise and single entity despite
`
`the technical existence of separate corporate entities. Defendants maintain a single website in
`
`which they promote themselves as a single entity interchangeably referred to as "Corizon Health"
`
`or "Corizon," without regard to their corporate forms.' Consistent with this practice, Corizon, LLC
`
`See httpl/www.corizonhealth.com/ (last accessed April 27, 2022).
`
`

`

`refers to itself as "Corizon. Health" in its Agreement with Plaintiffs. See Agreement, Ex. A,
`
`referenced below. Likewise, Corizon, ILLC's principal office, as listed in the Agreement, is the
`
`same as Defendant Corizon Health, Inc.'s corporate headquarters: 103 Powell Court, Suite 104 in
`
`Brentwood, Tennessee. See Agreement, Ex. A, p. 1, 13, referenced below. Further, upon
`
`i nformation and belief, Defendants utilize, or have utilized, a Missouri office as their joint
`
`"operational headquarters"' for their nationwide operations.
`
`6.
`
`Upon information and belief, there is a commonality of management between and
`
`among Defendants. For example, pursuant to the terms of the Agreement, notices to Corizon, LLC
`
`were to be sent to Defendants' shared Brent-wood, Tennessee address, with attention to Corizon,
`
`LILC's "Supervisor of Network Development," an individual listed as "Corizon's" "Director of
`
`Network Development and Purchasing" on Defendants' website.'
`
`7.
`
`For these reasons, Corizon, LLC is a mere instrumentality or adjunct of Corizon
`
`Health, Inc., which together form a single, unified enterprise. Corizon Health, inc. controls and
`
`dominates the affairs of Corizon, :LLC such that it is the legal "alter ego" of Corizon, :LLC.
`
`JURISDICTION AND VENUE
`
`Jurisdiction and venue are proper in this Court.
`
`This Court has personal jurisdiction over Defendants pursuant to RS:Mo §
`
`8.
`
`9.
`
`506.500(1) and/or (2) because the claims alleged herein against Defendants arise from Defendants'
`
`(I) transaction of business within Missouri and (2) making of contracts within Missouri.
`
`2 See http://www. corizo nhealth . con ilCori zon-News/Cori zon-Launc.hes-From-Co rrec ti o nal-I-Tealth care-
`Merger I (last accessed April 27, 2022) (listi.ng a St. Louis, Missouri office as "Corizon's" "operational headquarters");
`(last
`http ://www. corizo nhea th. corn/Corizon-News/Corizon-Announces-New-Chief-Hurnan-Resources-Officerl
`accessed April 27, 2022) (listing a St. Louis, Missouri office as "Corizon's" "operations headquarters").
`http://www,corizonhealth corn/i n dex.ph p/S .)/Cor izon-News/connecti on s/carla -copeland-prornoted-to-
`director-of-network-development-and-purchasing (last accessed April 27, 2022).
`
`3
`
`

`

`Alie3!u040013
`
`10.
`
`This Court has subject matter jurisdiction over Plaintiffs'•claims pursuant to Article
`
`V § 14(a) of the Missouri Constitution.
`
`11.
`
`Venue is proper in this Court pursuant to RSM.o § 508.010.2(1.) because University
`
`resides in and Defendants may be found in Boone County, Missouri.
`
`12.
`
`This case is not removable to federal court because diversity jurisdiction under 28
`
`U.S.C. 1332(a) does not exist. Plaintiff The Curators of the University of Missouri is an "arm of
`
`the State of Missouri," and thus is not a "citizen" of a different state for diversity jurisdiction under
`
`28 U.S.C. § 1332(a). See Sherman v. Curators of Univ. of Mo., 871 F. Supp. 344, 346, 348 (W.D.
`
`Mo. 1994) (determining the University is a state 'instrumentality acting as an arm of the State of
`
`Missouri and enjoys Eleventh • Aniendment protection); Brant/ v. Curators of Univ. of
`
`616 S.W.3d 494, 501 (W.D. M.o 2020) ("Missouri's federal courts have uniformly held that the
`
`University is a state instrumentality acting, as an arm of the State of Missouri").
`
`13.- This case is likewise not removable to federal court because Plaintiffs do not assert
`
`any federal question.
`
`FACTUAL ALLEGATIONS
`
`14.
`
`On November 1, 2016 Corizon Health. and .Hospital entered into a Hospital
`
`Services Agreement (the "Agreement"). The Agreement is attached hereto as Exhibit A, including
`
`amendments thereto, tint is in a redacted format, as are references to, the Agreement cited herein,
`
`because the Agreement contains a confidentiality provision. Hospital contends this Petition, and
`
`the Agreement, should be filed unredacted in the public record, and is prepared to do so upon
`
`waiver of the confidentiality provision by Corizon Health or as otherwise ordered by the Court.
`
`15.
`
`According to the Agreement, the Missouri ..Depat tinent of Corrections and Corizon
`
`Health entered into a separate agreement whereby Corizon Health would provide or arrange for
`
`4
`
`

`

`the provision of health care services to certain inmates and detainees under the control of the
`
`Missouri Department of Corrections.
`
`16.
`
`Under the Agreement between Corizon Health and Hospital, Hospital would
`
`"provide Health Care Services to Patients" in exchange for compensation from Cor.izon. Health.
`
`See Ex. A at pp. 3-8 & Attachment IV.
`
`1.7.
`
`"Patient" is defined under the Agreement as "those correctional facility inmate
`
`patients or detainees in the custody of the [Missouri Department of Corrections] for whom Corizon
`
`Health has contracted to provide or arrange for the provision of Health Care Services pursuant to
`
`the Corizon Health/[Missouri Department of Corrections] Contract." Id. at p. 3, 111.1:1.
`
`18.
`
`"Health Care Services" is defined under the Agreement as "the medical and other
`
`related services, including both inpatient and outpatient care, provided to a Patient by Hospital or
`
`Hospital-affiliated health care professional, which are Medically Necessaty and are requested by
`
`Corizon Health contracted on-site physicians or providers or that constitute Emergency Services."
`
`Id at p. 2,111.6.
`
`19.
`
`"Completed Claim" is defined under the Agreement as:
`
`a timely claim submitted on an industry standard claim form (CMS-I 500 or UB-04
`or equivalent successor), for reimbursement of Health Care Services which is
`consistent with the definition of a clean claim in. the Missouri Revised Statute
`376.383 an.d contains at least the following information:
`
`1) Patient (Inmate) name and Department of Correction or Booking Identification
`number (Inmate Number).
`2) Name and Address of Correctional Facility from which the inmate was
`transported.
`3) Patient Date of Birth.
`4) Date(s) of Service.
`5) Hospital Name, Address, Phone number, and Tax Identification number.
`6) [CD-9, IC:D-10 or successor Diagnostic and Surgical Procedure codes and
`descriptions.
`
`5
`
`

`

`CD
`a
`
`11
`
`CD
`
`oo
`
`Fri
`
`cr)
`
`Vld -e0:30 - ZZ.0
`
`7) Current industry standard procedure coding (U:B-04 Revenue Codes, DRG,
`HCPCS and CPT codes as appropriate or equivalent successor forms or code sets)
`and descriptions.
`8) Detailed billing of charges and units.
`
`Id at p. 2,111.5.
`
`20.
`
`Corizon Health agreed to reimburse Hospital for Health Care Services for Patients
`
`admitted or brought to Hospital for either inpatient or outpatient care by or at the direction of
`
`Corizon Health. Id. at p. 5, § 3.
`
`21.
`
`Hospital was to "submit Completed Claims to Corizon Health on the approved.
`
`hospital billing form within one hundred and twenty (120) days of date of service rendered to the
`
`Patient or Corizon Health will have no obligation to pay." Id. at p. 7, ¶ 3.3.2; id. at Second
`
`Amendment at p.
`
`22.
`
`Completed Claims were to "be sent to the following address:"
`
`Corizon Health accepts the electronic filing of claim forms. When submitting UB-
`04, or equivalent successor forms via an electronic format, Hospital should use the
`Corizon Health payer identification' number 43160.
`
`Or
`
`Corizon Health
`P.O. Box 981639
`El Paso, TX 79998
`
`Id. at p. 7, 113.3.1.
`
`23.
`
`Hospital was to "use the most current procedural (CPT) and HCPCS codes on all
`
`forms" and "abide by all AMA/CPT code billing standards, CMS guidelines, rules and regulations
`
`that are applicable (including inclusive procedure codes, prospective payment system OPPS and/or
`
`automated payment classification APC)." Id. at p. 7,113.3.3.
`
`24.
`
`Corizon Health agreed that "Completed Claims shall be paid with.i.n sixty (60)
`
`days."Id. at p.
`
`6
`
`

`

`- Boone - May 11, 2022 - 02:02 PM
`
`25.
`
`Further, the Agreement provides, "in the event payment is not made- within such
`
`sixty (60) day time period, an interest charge of one percent (1%) of the claim per month shall be
`
`paid." Id.
`
`26.
`
`The Agreement "may be amended only by written agreement signed by the Parties."
`
`:/d. at p. 12, 11 7.2. And the Agreement, inclusive of any and all amendments, attachments. and
`
`exhibits "constitutes the entire understanding and agreement between the parties with regard to the
`
`subject matter." Id. at p. 12, ell 7.4. "No other prior or contemporaneous promise, obligation,
`
`statement or understanding between the parties, whether written or oral, shall be valid or binding."
`
`27.
`
`"For conflict of law purposes, the laws of the State of Missouri shall apply in
`
`interpreting the terms" of the Agreement. Id. at p. 14, I 7.1.3.
`
`28.
`
`In accordance with the Agreement, Hospital provided Health Care Services to
`
`Patients and submitted Completed Claims to Corizon Health on approved hospital billing forms
`
`within one hundred and twenty (120) days of the date of service rendered to Patients.
`
`29.
`
`Additionally, Hospital used the most current procedural (CPT) and HC:PCS codes
`
`on the forms and abided by all AMA/CPT. code billing standards, CMS guidelines, rules and
`
`regulations that are applicable (including inclusive procedure codes, prospective payment system
`
`OPPS and/or automated payment classification APC).
`
`30.
`
`Beginning in 2020, Corizon Health did not pay Hospital for all Completed Claims
`
`submitted to Corizon Health.
`
`31.
`
`Hospital notified Corizon Health of its failure to timely pay Completed Claims
`
`pursuant to the Agreement. See id. at p. 13, 117.9.
`
`

`

`32.
`
`Corizon Health informed Hospital that it would pay the outstanding Completed
`
`Claims, including interest at the rate of one percent (1%) per month.
`
`33.
`
`Nevertheless, Corizon 'Health has not paid Hospital for outstanding Completed
`
`Claims totaling in excess of $12,000,000.00, including interest at the rate of one percent (1%) per
`
`month that continues to accrue.
`
`34.
`
`Corizon Health has admitted to Hospital that it is in default on Hospital's
`
`outstanding Completed Claims referenced herein.
`
`COUNT BREACH OF CONTRACT
`
`35.
`
`Plaintiffs reallege and incorporate by reference each and every allegation in the
`
`previous paragraphs. as though fully set forth herein:
`
`36: Plaintiffs and Defendants are patties to a valid and enforceable contract, the
`
`Agreement (Exhibit A). •
`
`37.
`
`Plaintiffs substantially performed their obligations under the terms of the
`
`Agreement.
`
`38.
`
`Plaintiffs timely submitted Completed Claims to Corizon Health pursuant to the
`
`terms of the Agreement.
`
`39.
`
`Corizon Health failed to timely pay Plaintiffs all outstanding submitted Completed
`
`Claims, including interest due and owing Under the Agreement.
`
`40.
`
`As such, Corizon Health's non-payment of outstanding Completed Claims,
`
`including interest at the rate provided in the Agreement, constitutes breaches of the Agreement.
`
`41.
`
`As a direct and proximate result of Corizon Health's breaches of the Agreement,
`
`Plaintiffs have sustained damages that are continuing in nature in an amount to be determined at
`
`trial.
`
`8
`
`

`

`COUNT BREACH OF COVENANT OF GOOD FAITH AND FAIR DEALING
`
`42.
`
`Alternatively, Corizon Health breached the implied covenant of good faith and fair
`
`deal inn.
`
`43.
`
`Plaintiffs reallege and incorporate by reference paragraphs 1-34 as though fully set
`
`forth herein.
`
`44.
`
`Plaintiffs and Defendants are parties to a valid and enforceable contract, the
`
`Agreement (Exhibit A).
`
`45.
`
`Plaintiffs timely submitted Completed Claims to Corizon. Health for Health Care
`
`Services provided to Patients in accordance with the terms of the Agreement.
`
`46.
`
`Plaintiffs expected to receive payment for the Completed Claims submitted to
`
`Corizon Health.
`
`47.
`
`Despite Plaintiffs' expectation of payment for the Completed Claims, Corizon
`
`Health decided to withhold payment from Plaintiffs.
`
`48.
`
`Corizon Health's decision to withhold payment for Completed Claims evades the
`
`spirt of the Agreement so as to deny Plaintiffs the expected benefit of payment for Completed
`
`Claims for Health. Care Services provided to Patients.
`
`49.
`
`As a result of the aforementioned conduct, Corizon Health breached the
`
`Agreement's implied covenant of good faith and fair dealing.
`
`50.
`
`Accordingly, Corizon Health's breach of the implied covenant of good faith and
`
`fair dealing directly and proximately caused Plaintiffs' damages that are continuing in nature in an
`
`amount to be determined at trial.
`
`PRAYER FOR RELIEF
`
`WHEREFORE, Plaintiffs request relief and judgment against Corizon Health as follows:
`
`9
`
`

`

`(a)
`
`For a judgment against Cori zon Health for the causes of action alleged against it;
`
`(b)
`
`For damages in an amount to be proven at trial;
`
`(c)
`
`For prejudgment and post-judgment interest at the maximum rate permitted by
`
`law;
`
`(d) , For Plaintiffs' costs incurred; and
`
`(e)
`
`For such other relief in law or equity as the Court deems just and proper.
`
`DEMAND FOR JURY TRIAL
`
`Plaintiffs hereby demand a ju.ry trial on all claims so triable.
`
`Dated: May 111, 2022
`
`Respectfully. submitted,
`
`'STU EVE SIEGEL HANSON LLP
`
`/15/ Patrick J. S'weve
`Patrick J. Stueve MO Bar # 37682
`'Ethan. M. Lange MO Bar # 67857
`Jordan A. Kane MO Bar # 71028
`460 Nichols 'Road, Suite 200
`Kansas City, Missouri 64112
`8167714-7100 (p)
`816-714-7101 (f) .
`stueve@stuevesiegel.com
`lange@stuevesiegel.com
`•-kane@stuevesiegel.com
`
`COUNSEL FOR PLAINTIFFS THE
`CURATORS OF THE UNIVERSITY OF
`MISSOURI AND CAPITAL REGION
`MEDICAL CENTER
`
`10
`
`

`

`22BA-CV01701
`
`Electronically Filed - Boone - May 11, 2022 - 02:02 PM
`
`

`

`Electronically Filed - Boone - May 11, 2022 - 02:02 Pivl
`
`HOSPITAL SERVICES AGREEMENT
`
`Between
`
`CORIZON, LLC.
`
`And
`
`UNIVERSITY OF MISSOURI HEALTH I
`
`,
`This Agreement is made and entered into this 7 day of IJ0 r*-1‘Cr. , 20a61(hereinatter
`the "Effective Date"), by and between Corizon, 14,C, a Limited Liability Company withprincipal
`offices located at 103 Powell Court, Suite 104, Brentwood, TN, 37027, (hereinafter collectively
`referred to as "Corizon Health") and The Curators of the University of Missouri on behalf of
`University of Missouri Health and its affiliates (hereinafter referred to as "Hospital"), a health
`care provider located at 1 Hospital Dr., Columbia, MO 65201 (hereinafter collectively referred to
`as the "Parties").
`
`WITNESSETII:
`
`WHEREAS, Corizon Health has a contract to provide or arrange for the provision of
`Health Care Services to certain inmates and detainees under the control of the Missouri
`Department of Corrections (hereinafter referred to as "Client"). In certain circumstances, it is
`necessary for Corizon Health to utilize hospital services for its Patients for ;both inpatient and
`outpatient care; and
`
`WHEREAS, Hospital is an accredited hospital facility in the State of Missouri, which is
`capable and willing to provide Health Care Services to the prison/jail community; and
`
`WHEREAS, Corizon Health desires to engage Hospital and Hospital desires to contract
`with Corizon Health to provide Health Care Services to inmates and detainees in the custody of
`the Client, as specified and on the terms and conditions set forth herein (hereinafter ,the
`"Agreement").
`
`NOW THEREFORE, for and in consideration of the mutual covenants and promises as
`are hereinafter set forth and other good and valuable Consideration, the sufficiency of which is
`hereby acknowledged by the Parties, Corizon Health and Hospital hereby agree as follows:
`
`SECTION 1
`Definitions
`
`1.1
`Affiliated Entity means any entity who directly or indirectly through one (1) or more
`intermediaries, controls, or is controlled by, or is under common control with, Corizon Health.
`
`1.2 conks! Region means Capital Region Medical Center and Capital Region Physicians
`(Tax ID 44-0546366), affiliates of University of Missouri Health.
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`Electronically Filed - Boone - May 11, 2022 - 02:02 PM
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`Corizon Health/Client Contract means the agreement entered into between Corizon
`1.3
`Health and the Client whereby Corizon Health has agreed to provide or arrange for the provision
`of Health Care Services to the inmates and detainees in the custody of the Client,
`
`1.4
`Corizon Health's Medical Director means the physician designated as the Corizon
`Health Medical Director for the correctional facility or facilities served under the Corizon
`Health/Client Contract.
`
`1.5
`Completed Claim means „a. timely claim ,submitted on an industry standard claim form
`(CMS-1500 or UB-04 -or equivalent suceessor), for reimbursement of Health Care Services
`which is consistent with the definition of a clean claim in the Missouri Revised Statute 376.383
`and contains at least the following information:
`
`1) Patient (Inmate) name and Department of Correction or Booking Identification number
`(Inmate Number).
`2) Name and Address of correctional Facility from which the inmate was transported.
`3) Patient Date of Birth.
`4) Date(s) of Service.
`5) Hospital Name, Address, Phone number, and'Tax Identification number.
`6) ICD-9, ICD-10 or successor Diagnostic and Surgical Procedure codes and descriptions.
`7) Current industry standard procedure coding (IJ.I3-04 Revenue Codes, DRq, HCPCS and CPT
`codes as appropriate or equivalent successor forms or code sets) and descriptions.
`8) Detailed billing of charges and units.
`
`1,0
`Health Care Services means the medical and other related services, including both
`inpatient and outpatient care, provided to a Patient by Hospital or atflospital-affiliated health care
`professional, which are Medically Necessary and are reqUested,by,Corizon Health contracted on-
`site physicians or providers or that constitute Emergency Services.
`
`1.7
`Health Services Administrator cHSA1 means the Corizon Health employee responsible
`for managing the medical program for the correctional facility or facilities served under the
`Corizon Health/Client Contract.
`
`Emergency Medical Condition per Missouri Revised Statute 376.1350 means the
`1.8
`sudden and, at the time, unexpected onset of a 'health condition that manifests itself by symptoms
`of sufficient severity that would lead a prudent lay person, possessing an average knowledge of
`medicine and health, to believe that immediate medical care is required, which may include, but
`shall not be limited to:
`(a) Placing the person's health in significant jeopardy;
`(b) Serious impairment to a bodily function;
`(c) Serious dysfunction of any bodily organ or part; or
`(d) Inadequately controlled pain.
`(e) With respect to a pregnant woman who is having contractions:
`(i) That theiels inadequate time to effect a'Safe transfer ,to another hospital before
`delivery; or
`
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`Electronically Filed - Boone - May 11
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`tAlc:1 Z070 - ZZOZ
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`(ii) That transfer .to anotherhospital may pose a threat,to thehealth or,safety of the
`woman or unborn child.
`Emergency Services means those Health Care Services, which are Medically Necessary
`1.9
`and provided for the treatment of an Emergency Medical Condition.
`
`i.10 Medically Necessary describes those medical, surgical or other health-related serKices or
`supplies which are determined to be: (a) appropriate for the symptoms and diagnosis or
`treatment ,of the Patient's medical condition, 'illness, disease or injury; t(b) provided for the
`diagnosis or care and treatment of the Patient's medical condition; c) in ;accordance with local
`standards of acceptable medical care; (d) not elective or cosmetic or primarily 'for the
`convenience of the Patient, the Hospital or any medical provider; and,(e) ,the most appropriate
`and available supplier level of service that can be safely provided to ,the Patient and is consistent
`with local standards of acceptable medical care.
`
`1.11 Patient means those correctional facility inmate patients or detainees in the custody of
`the Client for whom Corizon Health ;has contracted to Provide .or arrange for the ,provision of
`Health Care Services pursuant to the Corizon HealthiClient,Contract.
`
`1.12 Primary Payor: Entity that has ,the initial obligation to pay a claim for Health Care
`Services for Patient.
`1.13 Provider-Preventable Condition (PPq means current list of 'Medicare Hospital-
`_
`Acquired
`anditions (HACs).
`
`1.14 Restricted Area means all counties listed on Attachment III.
`
`1.15 Secondary Payor: Entity that pays second on a ,claim for Health Care Services for
`Patient and their payment is only to the extent that payment has not been made by Primary Payor.
`
`SECTION 2
`Hospital's Rights and Obligations
`
`GenerfttEngagement. Corizon Health ht, ereby engages Hospital to provide Health Care
`2.1
`Services to Patients and 'Hospital hereby accepts .suoh engagement according to the terms and
`conditions of this Agreement. Inmate transfer travel arrangements will be •made by Corizon
`Health only after approval by Corizon Health's ESA who will coordinate the provision of ,Health
`Care Services and the implicated security requirements with,the appropriate agency officials.
`
`2.2 Time and ?lug of Ssrvices. If Hospital decides voluntarily to add, limit,,or discontinue
`any of the services that it offers, it will provide Corizon Health with written notice of such action
`at least sixty (60) days prior to such addition, limitation, or discontinuation. If Hospital must
`involuntarily limit or discontinue any services, it will provide Cotizon Health with written :notice
`immediately upon learning of such limitation or discontinuation.
`
`Ouallficpyilias. Hospital represents that Hospital Is authorized operate as a hospital an
`2.3
`the State of Missouri. Hospital also represents .that Hospital possesses current and unrestricted
`controlled substance certification. Hospital shall maintain all federal, state and local licenses,
`3
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`Electronically Filed - Boone - May 11, 2022 - 02:02 PM
`
`certifications and permits, without material restriction, which are required to provide Health Care
`Services according to the laws and jurisdiction in which Health Care Services are provided, and
`shall comply with all applicable statutes and regulations. University Physicians and Capital
`Region Physicians shall also require that all health care professionals employed by or under
`contract with their respective organizations possess current and unrestricted' licenses as required
`by law to _render Health Care Services to Patients and to comply with this provision. ,Hospital
`further agrees to notify Corizon Health within 5 ;business ,days if Hospital receives notice of
`noncompliance with such requirements, conditions, and standards, and if Hospital's status
`changes in any respect. Hospital shall provide Corizon Health with written docaRentation of
`Hospital's current JCAHO accreditation upon .request. 'Hospital's failure to Meet orpaintf.kinall
`the required qualifications described in this Section may result in immediate termination of this
`Agreement.
`
`2.4
`Discharge Summaries. Hospital shall provide a narrative discharge summary and
`operative report for all Patients receiving inpatient care and a summary ,discharge statement for
`all Patients 'receiving outpatient services at Hospital. These reports will be tprovided to .the•
`Patient as well and shall include a written stimmary of ,treatment received and follow-up
`instructions.
`
`Corizon Health will receive an itemized bill for each such Patient where ,the payable amount is
`equal to or in excess of $25,000, whether the services provided ,are inpatient ,or outpatient in
`nature, or both,
`
`Corizon Health shall be entitled to audit any records necessary lo insure that services billed to
`Corizon Health were rendered in accordance with the invoice presented.
`
`2.5
`Utilization Review. Hospital specifically agrees to make commercially reasonable
`efforts to comply with the utilization review program, included as Attachment iimplementediby
`Corizon Health on behalf of the client. Hospital will cooperate with Corizon Health in the
`implementation of its utilization ,review program. The Hospital will .assist with physician
`communications regarding each case. Hospital will ipermit Corizon Health to review Patient,
`hospital stays during and after hospitalization and will provide Corizon Health with access to
`Patient information useful in ascertaining the Medical Necessity of particular procedures and the,
`'length of time of particular stays. Hospital will make available for review by Corizon -Health
`utilization review personnel all records maintained by the Hospital regarding Patients in
`accordance with Section 6.4 Medical Records. The Hospital's Medical Records Department will
`honor Corizon Health's utilization review personnel's requests for records in accordance with
`Section 6.4 Medical Records. Hospital acknowledges and understands that payment for
`unauthorized or inappropriate services may be adjusted or denied unless otherwise addressed in
`this Agreement.
`
`2.6
`Treatment Summary and Follow-Up Instructions. Upon discharge from Hospital,
`Hospital shall provide a written summary of the treat