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EXHIBIT 99.4
CORPORATE INTEGRITY AGREEMENT
BETWEEN THE
OFFICE OF INSPECTOR GENERAL
OF THE
DEPARTMENT OF HEALTH AND HUMAN SERVICES
AND
HCA-THE HEALTHCARE COMPANY
I. PREAMBLE
HCA--The Healthcare Company ("HCA") hereby enters 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 by itself, its subsidiaries, and their employees, contractors,
agents, and physicians with the requirements of Medicare, Medicaid and all other
Federal health care programs (as defined in 42 U.S.C. ss.
1320a-7b(f))(hereinafter collectively referred to as the "Federal health care
programs.") This CIA shall be applicable only to those operations of HCA that
are subject to United States law and regulations. HCA's compliance with the
terms and conditions in this CIA shall constitute an element of HCA's present
responsibility with regard to participation in the Federal health care programs.
Whenever the term "HCA" is used in this CIA, it includes all of HCA's
subsidiaries, as defined in this agreement. Contemporaneously with this CIA, HCA
is entering into a Settlement
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Agreement with the United States, and this CIA is incorporated by reference into
the Settlement Agreement. HCA currently operates an Ethics and Compliance
Program, which HCA agrees to operate in a manner consistent with the terms of
this CIA.
II. TERM OF THE CIA AND DEFINITIONS
A. Term. The period of the compliance obligations assumed by HCA under
this CIA shall be eight years from the effective date of this CIA (unless
otherwise specified). The effective date of this CIA shall be the date that the
court(s) accept the plea(s) and impose a sentence in the criminal proceedings
related to the plea agreement entered into between HCA and the United States on
or about the date of the signing of this CIA. Sections VII, VIII, IX, X and XI
of this CIA shall remain in effect until OIG has completed its review of the
final annual report and any additional materials submitted by HCA pursuant to
OIG's request. The compliance obligations of the Corporate Integrity Agreement
in place for Lanier Park Hospital in Gainesville, Georgia, shall not apply to
the time period beginning on the effective date of this CIA (sections II.D,
II.E, III, V, and VI of the Lanier Park CIA shall remain in effect until OIG has
completed its review of the most recent annual report and any additional
materials submitted by HCA pursuant to OIG's request), and upon the effective
date of this CIA Lanier Park Hospital shall be subject to the provisions of this
CIA to the same extent as other HCA facilities.
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B. Definitions. For the purposes of this CIA, the following terms have
the following meanings.
1. Covered Person: (a) any officer, director, or employee of HCA
or any of its subsidiaries; or (b) any agent or other individual who furnishes
health care items or services to any Federal health care program beneficiary at
a facility owned or operated by HCA or any of its subsidiaries for which HCA or
any of its subsidiaries claims reimbursement from any Federal health care
program. Notwithstanding the above, this term does not include part-time or per
diem employees, agents or other individuals 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 the
calendar year.
2. Subsidiary: any corporation or other entity that provides items
or services for which payment may be made by any Federal health care program, or
prepares or submits requests for such payment, and in which HCA (i) has at least
a 50% ownership interest, or (ii) has at least a 5% ownership interest and
either manages or controls.
3. Covered Contractor: any agent or other individual (who is not a
covered person) who prepares claims, cost reports, or other requests for
reimbursement from any Federal health care program on behalf of HCA or any of
its subsidiaries on a regular basis (i.e., for more than 80 hours within the
calendar year).
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III. CORPORATE INTEGRITY OBLIGATIONS
HCA shall ensure that its Ethics and Compliance Program includes the
following elements during the term of this CIA.
A. Compliance Officers and Committees.
1. Ethics, Compliance and Corporate Responsibility Committee of
the Board of Directors. HCA currently has an Ethics, Compliance and Corporate
Responsibility Committee of the Board of Directors ("Board Committee") comprised
of five outside directors of HCA. The Board Committee is responsible for the
review of matters related to the Ethics and Compliance Program, this CIA, and
compliance with requirements of Federal health care programs. The Board
Committee shall meet at least quarterly. When new members of the Board Committee
are appointed or the responsibilities or authorities of the Board Committee are
substantially changed, HCA shall notify the OIG, in writing, within 15 days of
such a change.
2. Senior Vice President for Compliance. HCA currently has a
Senior Vice President for Ethics, Compliance, and Corporate Responsibility
("SVP- Compliance"). The SVP-Compliance is and shall be responsible for
developing and implementing policies, procedures, and practices designed to
ensure compliance with the requirements set forth in this CIA and with the
requirements of the Federal health care programs. The SVP-Compliance is and
shall be a member of senior management of HCA, shall make
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regular (at least quarterly) reports regarding compliance matters directly to
the CEO and/or to the Board of Directors (including the Board Committee) of HCA,
and shall be authorized to report to the Board of Directors (including the Board
Committee) at any time. The SVP-Compliance shall be responsible for monitoring
the day-to-day activities engaged in by HCA to further its compliance objectives
as well as for any reporting obligations created under this CIA. In the event a
new SVP- Compliance is appointed or the responsibilities or authorities of the
SVP-Compliance are substantially changed, HCA shall notify the OIG, in writing,
within 15 days of such a change.
3. Ethics, Compliance and Corporate Responsibility Department. HCA
currently has an Ethics, Compliance and Corporate Responsibility Department ("EC
Department"). The EC Department is managed by the SVP-Compliance and is
responsible for the operation of the Ethics and Compliance Program and for
compliance with the requirements of this CIA and of the Federal health care
programs. In the event the responsibilities or authorities of the EC Department
are substantially changed, HCA shall notify the OIG, in writing, within 15 days
of such a change.
4. Local Ethics and Compliance Officers. HCA currently has a Local
Ethics and Compliance Officer ("ECO") at each of its facilities (for the purpose
of this CIA, a "facility" is any hospital, ambulatory surgery center, clinic or
group of clinics, or other location where health care items or services are
provided by HCA or one of its
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subsidiaries). Each ECO shall have sufficient management responsibility so as
permit the effective performance of his or her duties. Each ECO is responsible
for implementation and oversight of the Ethics and Compliance Program at the
facility and for the facility's compliance with the requirements of this CIA and
of the Federal health care programs. HCA shall make proper execution of ECO
duties a major component of the performance evaluations of ECOs. HCA shall
continually assess the effectiveness of ECOs and the methods and findings of any
such assessments shall be made available to the OIG upon request. HCA shall not
implement any substantial change in the responsibilities or authorities of the
ECOs relating to HCA's Ethics and Compliance Program without prior written
approval from the OIG.
5. Corporate Ethics and Compliance Committees. HCA currently has a
Corporate Ethics and Compliance Steering Committee ("Compliance Steering
Committee"). The Compliance Steering Committee is chaired by the SVP-Compliance
and includes the Corporate CEO, COO, the two group presidents, and certain
senior vice presidents. The Compliance Steering Committee oversees the
effectiveness of the Ethics and Compliance Program and makes decisions on
investments in the Program. The Compliance Steering Committee shall be
responsible for overseeing the implementation of the requirements of this CIA.
HCA also currently has a Corporate Ethics and Compliance Policy Committee
("Compliance Policy Committee"). The Compliance
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Policy Committee is chaired by the SVP-Compliance and includes the group CFOs,
three hospital presidents, a number of senior vice presidents, e.g., Internal
Audit, General Counsel, Quality, Information Systems, Human Resources,
Government Programs, and executives representing major compliance areas, such as
coding, billing, physician relationships, and cost reports. The Compliance
Policy Committee reviews and approves all compliance-related policies. The two
committees shall conduct at least 12 meetings per year in aggregate. The
committees shall keep a record of their proceedings that shall be available to
the OIG upon request.
6. Hospital Compliance Committees. Each Hospital shall have a
Hospital Ethics and Compliance Committee ("Hospital Committee"). The Hospital
Committee shall be chaired by the ECO of the facility and include the heads of
each of the facility's major compliance-related departments. The Hospital
Committee shall be responsible for assisting the ECO in implementing the Ethics
and Compliance Program, and ensuring compliance by the facility with this CIA
and the requirements of Federal health care programs. The Hospital Committee
shall also be responsible for reporting on compliance issues to the ECO.
7. Responsible Executives. HCA has designated certain individuals
("Responsible Executives") to be responsible for development and implementation
of a portion of the Ethics and Compliance Program related to a specific
compliance risk area.
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For example, the Vice President, Health Information Management Services, is the
Responsible Executive for coding compliance. The Responsible Executives work
with the SVP-Compliance, EC Department, Compliance Policy Committee, and others
to develop, oversee, monitor, and implement compliance policies within their
designated areas of responsibility. HCA shall not discontinue or materially
alter its current Responsible Executive structure without written approval from
the OIG.
B. Written Standards.
1. Code of Conduct. HCA currently has a Code of Conduct. HCA has
implemented a program to distribute the Code of Conduct to covered persons. HCA
shall make the promotion of, and adherence to, the Code of Conduct an element in
evaluating the performance of managers, supervisors, and all other employees.
HCA has implemented a program to obtain an acknowledgment from each covered
person that he or she has received HCA's Code of Conduct and understands that it
represents the mandatory policies of the organization. Within 90 days of the
effective date of this CIA, HCA shall obtain a certification from each of its
facilities and corporate departments that, based on information and belief, this
distribution and acknowledgment process is complete. New covered persons shall
receive the Code of Conduct and shall complete the required acknowledgment
within 30 days after becoming a covered person. HCA shall annually review the
Code of Conduct and shall make any necessary revisions. These
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revisions shall be distributed as expeditiously as possible after initiating
such a change and no later than 30 days after the effective date of the revised
Code of Conduct. HCA shall implement a program to obtain an acknowledgment from
each covered person that he or she has received the revised Code of Conduct,
understands that it represents the mandatory policies of the organization, and
agrees to abide by it. Within 90 days of the effective date of the revised Code
of Conduct, HCA shall obtain a certification from each of its facilities and
corporate departments that, based on information and belief, this distribution
and acknowledgment process is complete. HCA shall obtain the acknowledgments and
certifications described in the preceding two sentences every time that a
revised Code of Conduct is distributed (but in any event no less frequently than
every three years).
2. Covered Contractor Requirements. HCA shall require a Covered
Contractor to: (a) agree to abide by HCA's Code of Conduct or adopt its own Code
of Conduct substantially similar to HCA's Code of Conduct; (b) distribute either
(i) HCA's Code of Conduct or (ii) its Code of Conduct and information about
HCA's Confidential Disclosure Program (including the Ethics Line number) to
employees working on HCA matters; and, (c) certify to HCA that employees working
on HCA matters have received a copy of (i) HCA's Code of Conduct or (ii) its
Code of Conduct and information about HCA's Confidential Disclosure Program
(including the Ethics Line number). Where the
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Covered Contractor is a solo practitioner, the Covered Contractor must be
provided with HCA's Code of Conduct and certify that he or she will abide by it.
3. Policies and Procedures. HCA is developing written compliance
Policies and Procedures. Prior to the effective date of this CIA, HCA has
implemented many such Policies and Procedures and provided them to the OIG. HCA
shall assess and update as necessary the Policies and Procedures at least
annually and more frequently, as appropriate. HCA shall provide a summary of
changes to its Policies and Procedures in its Annual Reports under this CIA and
the current Policies and Procedures shall continue to be available to OIG upon
request. HCA represents that it has distributed its Policies and Procedures to
its facilities. Compliance staff at both the facilities and the corporate
headquarters, including the Responsible Executives, shall be available to
explain any and all Policies and Procedures.
C. Training and Education. HCA shall meet the following training
requirements. The training requirements are cumulative (not exclusive) so that
one person may be required to attend training in several substantive areas in
addition to the general training. All training requirements set forth below in
paragraphs 1 to 5 shall be implemented as specified below. With respect to the
initial training required to be provided within a certain time period after the
effective date of this CIA, HCA need not provide such training to persons who
have received training in the six-month period prior to the
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effective date of this CIA, if the training provided meets all the subject
matter and duration requirements that would apply to the initial training under
the CIA.
1. General Training. HCA shall provide at least two hours of
training initially (within 90 days of the effective date of this CIA) to each
covered person, and one hour of refresher training annually thereafter. The
training shall cover HCA's Ethics and Compliance Program, its Code of Conduct,
and the requirements of this CIA. The training conducted by HCA when it issued
its Code of Conduct, One Clear Voice, and its ethics and compliance refresher
training, Commitments We Share, and/or its revised Code of Conduct, A Tradition
of Caring, (all of which explained HCA's Ethics and Compliance Program and its
Code of Conduct) regardless of the date the training occurred will satisfy this
requirement for training within 90 days notwithstanding the fact that such
training did not cover the CIA. Covered persons who have received prior training
described in the previous sentence must receive at least one hour of refresher
training (including discussion of the CIA) during the first year covered by the
CIA and annually thereafter. Within 90 days after the effective date of this
CIA, HCA shall notify all covered persons of the execution of the CIA and
provide a summary of the key provisions of this CIA through electronic mail, its
internet and/or intranet sites, newsletters, and other appropriate means. All
general training conducted after the effective date of this CIA shall include
training on the CIA.
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2. Coding Training. HCA shall continue to have in place an
introductory training course for each hospital inpatient coder, as well as an
intermediate coding course. HCA shall provide at least eight hours of coding
training to inpatient hospital coders and supervisors within 180 days of the
effective date of this CIA. HCA shall maintain its DRG coding course for
hospital inpatient coders accessible through its intranet. HCA shall maintain
and enforce its current policy requiring 30 hours of continuing education
annually for hospital inpatient coders.
3. Billing Training. HCA shall provide training to all individuals
(including Laboratory and Business Office Directors and other billing personnel)
responsible for Federal health care program billing in their facilities. HCA
shall provide at least eight hours of such training within 180 days of the
effective date of this CIA and during each subsequent year. The training shall
include the following subject matters:
a. the submission of accurate bills for services rendered
to Federal health care program beneficiaries;
b. policies, procedures and other requirements applicable
to the documentation of medical records;
c. the personal obligation of each individual involved in
the billing process to ensure that such billings are
accurate;
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d. applicable reimbursement statutes, regulations, and
program requirements and directives;
e. the legal sanctions for improper billings; and
f. examples of proper and improper billing practices.
4. Cost Report Training. HCA shall ensure that covered persons who
prepare cost reports receive at least eight hours of training on preparation of
cost reports for Federal health care programs within 180 days of the effective
date of this CIA. HCA shall maintain and enforce its current practice requiring
40 hours of continuing education annually to include Federal and/or state
statutes, regulations, and guidelines, compliance, and Corporate policies for
covered persons who prepare cost reports.
5. Physician Relations Training. Within 90 days of the effective
date of this CIA and annually thereafter, HCA shall provide at least one hour of
training to its Hospital CEOs, CFOs, and all other personnel substantially
involved in negotiating or monitoring physician relationships on the statutes
and regulations related to hospital/physician relationships (including but not
limited to 42 U.S.C. ss.ss. 1320a-7b(b) and 1395nn). HCA shall annually
distribute its physician relationship policy checklist to such personnel.
6. Overall Compliance Training. HCA shall continue its process of
establishing individual training profiles for its employees. HCA shall pursue
the
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implementation of these training profiles in order to ensure that all covered
persons are familiar with areas of compliance risk relevant to their positions.
7. New Persons. Affected new covered persons shall receive the
General Training described in section III.C.1 above by the end of the first 30
days after the person begins work. The orientation training (which is defined as
all other training required, under section III.C, to be accomplished within 180
days or less after the effective date of this CIA) required by this CIA shall
also be promptly provided to appropriate new covered persons (but in no event
later than 90 days after the person begins work on the matter for which they
must be trained) so that the persons are fully qualified by virtue of such
training to perform whatever responsibilities may be assigned to them. In any
situation where training requirements have not been completed, a fully trained
HCA employee shall carefully monitor the work of the untrained person.
8. Covered Contractor Requirements. HCA must document completion
of the applicable coding, billing, cost report, or physician relationships
training to employees of Covered Contractors working on HCA matters if: (i) the
Covered Contractor is a solo-practitioner; (ii) the Covered Contractor was not
retained because of its professional expertise in the area for which training is
necessary; or (iii) the Covered Contractor has not complied with the
requirements of section III.B.2. HCA is responsible for ensuring the expertise
and compliance of Covered Contractors.
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9. Certifications and Retention. HCA shall maintain sufficient
records to demonstrate that the required training has occurred. These records
shall include certifications from covered persons that they have attended the
required training. The certifications may be acquired through:
attendance/sign-in sheets for in-person group training sessions; computer
attestations for computer-based training; or similar mechanisms for other forms
of training. Facility ECOs and/or Responsible Executives shall retain training
records and certifications in a manner that permits reporting to the
SVP-Compliance to enable the SVP-Compliance to report on the training, and
provide the specific course materials and certifications, to the OIG upon
request.
D. Review Procedures.
1. Retention of Independent Review Organization. HCA shall retain
an entity (or entities), such as an accounting, auditing or consulting firm
(hereinafter "Independent Review Organization" or "IRO"), to perform review
procedures to assist HCA in assessing the adequacy of its Policies and
Procedures, Ethics and Compliance Program, its compliance with this CIA, and its
compliance with the requirements of Federal health care programs. The reviews
shall be performed annually during the term of the CIA in accordance with the
attached workplans. These reviews shall cover the calendar years 2001 through
2008, unless otherwise specified in a workplan. The Independent Review
Organization used for each review must have expertise in the
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matters to be reviewed and particularly with the requirements of the Federal
health care programs relevant to that area of review. The Independent Review
Organization must be retained to conduct the reviews for the first year within
90 days of the effective date of this CIA. An IRO may engage qualified sub-IROs
(including, as appropriate, law firms), as necessary and HCA shall have the
right to designate a different IRO for any particular area of compliance concern
if it believes that such different IRO would be better qualified to undertake a
particular focused review. HCA shall have the right to designate a new IRO at
any time it chooses. If HCA designates a new IRO, it shall provide written
notice to the OIG within 15 days of designating the new IRO. This written notice
will include the following: (a) the name, address, and primary contact person at
the new IRO; (b) a brief description of the qualifications of the new IRO; and
(c) a brief description of the reasons that a new IRO was designated.
2. Types of Reviews. The IRO(s) and HCA appropriate internal
resources or directed external resources shall annually perform the reviews
described in the audit work plans ("workplans") attached to, and incorporated by
reference into, this CIA. The workplans address the following areas: (1)
Diagnosis Related Groups (DRGs); (2) Laboratory Billing; (3) Outpatient
Prospective Payment; and (4) Physician Relationships. The workplans require
reviews of systems and processes in place at HCA and its facilities, and of
claims submitted by HCA and paid by Federal health care programs (the
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physician relationship workplan includes review of physician relationships
rather than claims). The reviews of claims more specifically described in the
workplans fall into two general categories: (1) probe samples of a set number of
claims (with no pre-determined statistical confidence or precision parameters);
and (2) full samples of claims from which an overpayment amount can be projected
to the total population of claims in question within pre-determined statistical
confidence and precision parameters. HCA and the IRO will evaluate the IRO work
plans annually based upon prior year results. If appropriate, HCA will submit
revised IRO work plan(s) to the OIG for its review and action.
3. Statistical Sampling and Appraisal Methodologies for Reviews.
All matters related to this CIA and the workplans that involve statistical
sampling or appraisal, or the review of claims, including probe samples and full
samples, shall be conducted in accordance with the provisions of Appendix A to
this CIA.
4. Ethics and Compliance Program Review. The IRO shall conduct a
compliance review providing findings regarding whether HCA's Ethics & Compliance
Program, Policies and Procedures, and operations comply with the terms of this
CIA. This review shall include section by section findings regarding the
requirements of this CIA. In addition, the IRO shall provide findings regarding
whether HCA has complied with its obligation under the Settlement Agreement: (a)
not to resubmit to any Federal health care program payors any previously denied
claims related to the conduct addressed
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in the Settlement Agreement, and its obligation not to appeal any such denials
of claims; and (b) not to charge to, or otherwise seek payment from, federal or
state payors for unallowable costs (as defined in the Settlement Agreement) and
its obligation to identify and adjust any past charges of unallowable costs.
5. Review Reports. HCA and the IRO(s) shall annually produce
reports corresponding to all of the required reviews and including all of the
information required by this section of the CIA, workplans, and the Claims
Review Reports described in Appendix A. A complete copy of all of the reports
for the reporting year shall be included in each of HCA's Annual Reports to OIG.
6. Verification/Validation. In the event that the OIG has reason
to believe that any of HCA's reviews fail to conform to its obligations under
the CIA or indicates improper billings not otherwise adequately addressed in the
audit report, and thus determines that it is necessary to conduct an independent
review to determine whether or the extent to which HCA is complying with its
obligations under this CIA, HCA agrees to pay for the reasonable cost of any
such review by the OIG or any of its designated agents. Prior to proceeding with
such an independent review, the OIG shall notify HCA of its intent to do so and
its reasons for believing such a review is necessary, and shall attempt to
resolve any issues without proceeding with an independent review. This attempt
to resolve issues may include permitting HCA to recommend further work it or the
IRO may
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undertake to address the OIG's concerns. However, it shall remain in the sole
discretion of the OIG to proceed with an independent review as described above.
E. Confidential Disclosure Program. HCA has established a Confidential
Disclosure Program. HCA provides a toll free "Ethics Line" to enable employees,
contractors, agents or other individuals to disclose, to the EC Department or
some other person who is not in the disclosing individual's chain of command,
any identified issues or questions associated with HCA's Policies and
Procedures, practices, or operations with respect to any Federal health care
program, believed by the individual to be inappropriate. HCA shall continue to
publicize the existence of the Ethics Line to all covered persons. HCA has
established a Policy governing its handling of disclosures made through the
Ethics Line. HCA shall continue to operate the Ethics Line through such Policy.
HCA shall continue to forbid retribution or retaliation for disclosures and
allow for anonymous, confidential disclosures. The EC Department shall maintain
a confidential disclosure log, which shall include a record and summary of each
allegation received, the status of the respective investigations, and any
corrective action taken in response to the investigation.
F. Ineligible Persons.
1. Definition. For purposes of this CIA, an "Ineligible Person"
shall be any individual or entity who: (i) is currently excluded, debarred, or
otherwise ineligible to participate in the Federal health care programs; or (ii)
has been convicted of a criminal
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offense related to the provision of health care items or services but has not
yet been excluded, debarred, or otherwise declared ineligible.
2. Screening Requirements. HCA shall not hire or engage as
contractors, or grant staff privileges to, any Ineligible Person. To prevent
hiring or contracting with, or granting staff privileges to, any Ineligible
Person, HCA shall screen all prospective employees and prospective contractors
prior to engaging their services and screen physicians prior to granting staff
privileges by (i) requiring applicants to disclose whether they are Ineligible
Persons, and (ii) reviewing the General Services Administration's List of
Parties Excluded from Federal Programs (available through the Internet at
http://epls.arnet.gov) and the HHS/OIG List of Excluded Individuals/Entities
(available through the Internet at http://www.hhs.gov/oig) (these lists will
hereinafter be referred to as the "Exclusion Lists").
3. Review and Removal Requirement. HCA has reviewed its list of
current employees and contractors paid through automated means against the
Exclusion Lists. Within 180 days of the effective date of this CIA, HCA shall
review its list of current physicians with staff privileges against the
Exclusion Lists. HCA shall review the lists of employees, contractors, and
physicians with staff privileges against the Exclusion Lists at least
semi-annually during the duration of this CIA. In addition, HCA shall require
employees, contractors and physicians with staff privileges to disclose
immediately any
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debarment, exclusion or other event that makes the person an Ineligible Person.
If HCA has notice that an employee, agent, or physician has become an Ineligible
Person, HCA shall remove such person from responsibility for, or involvement
with, HCA's business operations related to the Federal health care programs and
shall remove such person from any position for which the person's salary or the
items or services rendered, ordered, or prescribed by the person are paid in
whole or part, directly or indirectly, by Federal health care programs or
otherwise with Federal funds at least until such time as the person is
reinstated into participation in the Federal health care programs.
4. Pending Charges and Proposed Exclusions. If HCA has notice that
an employee or contractor is charged with a criminal offense related to any
Federal health care program, or is proposed for exclusion during his or her
employment or contract, HCA shall take all appropriate actions to ensure that
the responsibilities of that employee or contractor have not and shall not
adversely affect the quality of care rendered to any beneficiary, patient or
resident, or the accuracy of any claims submitted to any Federal health care
program.
G. Notification of Proceedings. Within 30 days of discovery by HCA, HCA
shall notify OIG, in writing, of any ongoing investigation or legal proceeding
conducted or brought by a governmental entity or its agents involving an
allegation that HCA has committed a crime or has engaged in fraudulent
activities. This notification shall include
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a description of the allegation, the identity of the investigating or
prosecuting agency, and the status of such investigation or legal proceeding.
HCA shall also provide written notice to OIG within 30 days of the resolution of
the matter, and shall provide OIG with a description of the findings and/or
results of the proceedings, if any.
H. Reporting.
1. Overpayments
a. Definition of Overpayments. For purposes of this CIA, an
"overpayment" shall mean the amount of money HCA has
received in excess of the amount due and payable under any
Federal health care program requirements. HCA may not
subtract any underpayments for purposes of determining the
amount of relevant "overpayments."
b. Reporting of Overpayments. If, at any time, HCA
identifies or learns of any overpayments, HCA shall notify
the payor (e.g., Medicare fiscal intermediary or carrier)
and repay any identified overpayments within 30 days of
identification and take remedial steps within 60 days of
identification (or such additional time as may be agreed to
by the payor) to correct the problem, including preventing
the underlying problem and the overpayments from
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recurring. Also, within 30 days of identification of the
overpayment, HCA shall repay the overpayment to the
appropriate payor to the extent such overpayment has been
quantified (submission of corrected bills in conformance
with payor policy within 30 days fulfills this
requirement). If not yet quantified, within 30 days of
identification, HCA shall notify the payor of its efforts
to quantify the overpayment amount along with a schedule of
when such work is expected to be completed. Notification
and repayment to the contractor should be done in
accordance with the contractor policies. For Medicare
overpayments identified through HCA's Ethics and Compliance
Program and/or the processes required under this CIA,
(including internal and IRO audits, Ethics Line cases, or
other corporate-level monitoring or review), the notice to
the contractor must include the information contained on
the Overpayment Refund Form, attached to this as Appendix B
to this CIA (unless the contractor has authorized the form
not to be submitted for this particular type of claim
correction).
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2. Reportable Events.
a. Definition of Reportable Event. For purposes of this
CIA, a "Reportable Event" means anything that involves:
(i) a substantial overpayment; or
(ii) a matter that a reasonable person would
consider a potential violation of any criminal,
civil, or administrative statute or regulation
applicable to any Federal health care program for
which criminal penalties, civil monetary penalties,
or exclusion may be authorized.
A Reportable Event may be the result of an isolated event
or a series of occurrences.
b. Reporting of Reportable Events. If HCA determines that
there is a Reportable Event, HCA shall notify OIG, in
writing, within 30 days of making the determination that
the Reportable Event exists. The report to the OIG shall
include the following information:
(i) If the Reportable Event results in an
overpayment, the report to the OIG shall be made at
the same time as the notification to the payor
required in section III.H.1, and shall include all
of the information on the Overpayment Refund Form,
as well as:
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(A) the payor's name, address, and contact
person to whom the overpayment was sent; and
(B) the date of the check and identification
number (or electronic transaction number) on
which the overpayment was repaid/refunded;
(ii) a complete description of the Reportable Event,
including the relevant facts, persons involved, and
legal and Federal health care program authorities
implicated;
(iii) a description of HCA's actions taken to
correct the Reportable Event; and
(iv) any further steps HCA plans to take to address
the Reportable Event and prevent it from recurring.
I. Corrective Actions Related to Investigation of Physician
Relationships. In the context of the investigation, self-audit, and settlement
discussions related to the issue of physician relationships, certain such
relationships have been identified as anomalies. HCA shall take appropriate
measures to review these anomalous relationships. Those relationships that are
determined by HCA to be non-compliant shall be terminated or amended to conform
to HCA's Ethics and Compliance Program and the requirements of the Federal
health care programs. HCA shall report on these measures as
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required in section V and all supporting documents shall be available to the OIG
upon request.
IV. NEW AND DIVESTED LOCATIONS
In the event that HCA: (1) purchases or establishes a new hospital,
freestanding ambulatory surgery center, home health agency, or another line of
business that provides services that are billed to Federal health care programs;
or (2) sells or divests an existing hospital, freestanding ambulatory surgery
center, or home health agency, HCA shall notify OIG of this fact within 30 days
of the date of purchase, establishment, sale, or divestiture. This notification
shall include the location of the operation(s), telephone number, fax number,
Federal health care program provider number(s) (if any), and the corresponding
payor(s) (contractor specific). All covered persons at new locations shall be
subject to the requirements in this CIA that apply to new covered persons (e.g.,
completing certifications and undergoing training). If HCA sells all of the
assets or its ownership interest related to a location, then that location shall
no longer be considered part of HCA for the purposes of this CIA. If the
location is still owned or operated in whole or in part by HCA or any of its
subsidiaries or their successors, then the location shall continue to be
considered part of HCA for the purposes of this CIA. If a hospital or ambulatory
surgery center shall no longer be subject to the CIA due to a sale or transfer
from HCA, HCA shall require as a condition of the sale that buyer or transferee
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represents and agrees that it has or shall implement and maintain with respect
to its operations of the facility an effective program to prevent and detect
violations of the legal requirements applicable to the delivery of goods and
services in connection with any health care benefits and that such a program
will comply with the provisions of the U.S. Sentencing Guidelines relating to
corporate compliance programs and will be mindful of any applicable guidance
issued by the OIG or other components of HHS; and that the buyer or transferee
agrees that it will maintain such program for no less than five years from the
date of sale or transfer.
V. IMPLEMENTATION AND ANNUAL REPORTS
A. Implementation Report. Within 120 days after the effective date of
this CIA, HCA shall submit a written report to OIG summarizing the status of its
implementation of the requirements of this CIA. This Implementation Report shall
include:
1. the name, title, address, facility name (if applicable), and
telephone number of all of the individuals who are in positions,
or on committees, described in section III.A (except that with
respect to section III.A.6 only, the SVP-Compliance shall certify
that the Hospital Committees are in place as required and the
information otherwise required by this section shall be available
to the OIG upon request);
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2. the copy of all Policies and Procedures required by section
III.B.2 that have not been previously provided to the OIG;
3. a description of the training required by section III.C,
including a description of the targeted audiences and a schedule
of when the training sessions were held;
4. a certification by the SVP-Compliance that:
a. the Policies and Procedures required by section III.B
have been developed and implemented, and have been
distributed to all pertinent covered persons;
b. all covered persons have completed the Code of Conduct
certification required by section III.B.1; and
c. all covered persons have completed the training and
executed the certification required by section III.C.
5. the identity of the Independent Review Organization(s) and the
proposed start and completion date of the first set of reviews by
the Independent Review Organization(s) and appropriate HCA
internal resources or directed external resources;
6. a summary of personnel actions taken pursuant to section III.F
(other than hiring or granting of staff privileges);
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7. a summary of the actions taken to ensure that the anomalous
physician relationships identified in the investigation,
self-audit, and settlement discussions have been reviewed, and
terminated or amended, as appropriate, in conformance with section
III.I.;
8. a list of all of HCA's locations (including physical locations
and mailing addresses), the corresponding name under which each
location is doing business, the corresponding phone numbers and
fax numbers, each location's Medicare provider identification
number(s), and the contractor's name and address; and
9. To the extent not already furnished to OIG, or if modified, a
description of HCA's corporate structure, including identification
of any parent, sister, and other related companies, subsidiaries
and their respective lines of business.
B. Annual Reports. HCA shall submit to OIG Annual Reports with respect to
the status and findings of HCA's compliance activities. The first Annual Report
shall cover the time period from the effective date of this CIA through December
31, 2001 and shall be received by the OIG no later than April 30, 2002.
Subsequent Annual Reports shall cover each of the calendar years 2002 through
2008 and shall be received by the OIG no
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later than April 30 of the year following the year covered in the report. Each
Annual Report shall include:
1. any change in the identity, title, address, facility name (if
applicable), telephone number, and position description of all of
the individuals who are in positions, or on committees, described
in section III.A (except that with respect to section III.A.6
only, the SVP-Compliance shall certify that the Hospital
Committees are in place as required and the information otherwise
required by this section shall be available to the OIG upon
request);
2. a certification by the SVP-Compliance that:
a. all covered persons have completed the annual Code of
Conduct certification required by section III.B.1;
b. all covered persons have completed the training and
executed the certification required by section III.C; and
c. HCA has complied with the following specified
obligations under the Settlement Agreement: (i) not to
resubmit to any Federal health care program payors any
previously denied claims related to the conduct addressed
in the Settlement Agreement, and its obligation not to
appeal any such denials of claims; and (ii) not to charge
to or otherwise seek payment from federal or state payors
for unallowable
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costs (as defined in the Settlement Agreement) and its
obligation to identify and adjust any past charges of
unallowable costs.
3. notification of any changes or amendments to the Policies and
Procedures referenced in section III.B and the reasons for such
changes (e.g., change in contractor policy);
4. a complete copy of the reports prepared pursuant to the reviews
required in section III.D, including a copy of the methodologies
used, along with a copy of the IRO's engagement letter;
5. HCA's response/corrective action plan to any issues raised in
the reviews conducted under section III.D;
6. a summary of Reportable Events required to be identified and
reported by section III.H and an update on corrective actions
taken in response to such Reportable Events;
7. a report of the aggregate overpayments identified through HCA's
Ethics and Compliance Program and/or the processes required under
this CIA, (including internal and IRO audits, Ethics Line cases,
or other corporate-level monitoring or review) that have been
returned to the Federal health care programs. Overpayment amounts
shall be broken down into the following categories: inpatient
Medicare; outpatient Medicare; Medicaid
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(report each applicable state separately); and other Federal
health care programs;
8. a copy of the confidential disclosure log required by section
III.E and a description of any changes to the Confidential
Disclosure Program or Ethics Line referenced in that section;
9. a description of any personnel actions (other than hiring or
granting staff privileges) taken by HCA as a result of the
obligations in section III.F; and, with respect to any person that
falls within the ambit of section III.F.4, the name, title, and
responsibilities of the person, and the actions taken by HCA in
response to the obligations set forth in that section;
10. a summary describing any ongoing investigation or legal
proceeding conducted or brought by a governmental entity involving
an allegation that HCA has committed a crime or has engaged in
fraudulent activities, which is required to be reported by section
III.G. The statement shall include a description of the
allegation, the identity of the investigating or prosecuting
agency, and the status of such investigation, legal proceeding or
requests for information;
11. to the extent that such relationships still exist and have not
been appropriately altered and reported in an earlier report to
the OIG, a
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summary of the actions taken to ensure that the anomalous
physician relationships identified in the investigation,
self-audit, and settlement discussions have been reviewed, and
terminated or amended, as appropriate, in conformance with section
III.I; and
12. a description of all changes to the most recently provided
list (as updated) of HCA's locations (including physical locations
and mailing addresses) as required by section V.A.7, the
corresponding name under which each location is doing business,
the corresponding phone numbers and fax numbers, each location's
Federal health care program provider identification number(s), and
the contractor name and address that issued each provider
identification number.
C. Certifications. The Implementation Report and Annual Reports shall
include a certification by the SVP-Compliance that: (1) except as otherwise
explicitly described in the applicable report, HCA is in compliance with all of
the requirements of this CIA, to the best of his or her knowledge; and (2) the
SVP-Compliance has reviewed the report and has made reasonable inquiry regarding
its content and believes that the information is accurate and truthful.
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VI. NOTIFICATIONS AND SUBMISSION OF REPORTS
Unless otherwise stated in writing subsequent to the effective date of
this CIA, all notifications and reports required under this CIA shall be
submitted to the entities listed below:
OIG:
Civil Recoveries Branch - Compliance Unit
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, SW
Washington, DC 20201
Phone 202.619.2078
Fax 202.205.0604
HCA:
Alan Yuspeh
Senior Vice President
Ethics, Compliance, and Corporate Responsibility
HCA-The Healthcare Company
One Park Plaza
Nashville, TN 37203
Phone 615.344.1005
Fax 615.344.1045
Unless otherwise specified, all notifications and reports required by this CIA
may be made by certified mail, overnight mail, hand delivery or other means,
provided that there is proof that such notification was received. For purposes
of this requirement, internal facsimile confirmation sheets do not constitute
proof of receipt.
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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 examine HCA's books,
records, and other documents and supporting materials and/or conduct an on-site
review for the purpose of verifying and evaluating: (a) HCA's compliance with
the terms of this CIA; and (b) HCA's compliance with the requirements of the
Federal health care programs in which it participates. The documentation
described above shall be made available by HCA to OIG or its duly authorized
representative(s) at all reasonable times for inspection, audit or reproduction.
Furthermore, for purposes of this provision, OIG or its duly authorized
representative(s) may interview any of HCA's employees, contractors, or agents
who consent to be interviewed at the individual's 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. HCA agrees to assist OIG in contacting and
arranging interviews with such individuals upon OIG's request. HCA's employees
may elect to be interviewed with or without a representative of HCA present.
VIII. DOCUMENT AND RECORD RETENTION
In addition to any other requirements for record retention, HCA shall
maintain for inspection all documents and records: (1) related to reimbursement
from the Federal health care programs for at least five years after the
submission of the request for
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reimbursement (or longer if otherwise required); and (2) necessary to
establishing HCA's compliance with this CIA for at least three years following
the submission of the Annual Report covering the relevant year. Imaged copies of
documents shall satisfy this requirement.
IX. DISCLOSURES
Consistent with HHS's Freedom of Information Act ("FOIA") procedures, set
forth in 45 C.F.R. Part 5, the OIG shall make a reasonable effort to notify HCA
prior to any release by OIG of information submitted by HCA pursuant to its
obligations under this CIA and identified upon submission by HCA as trade
secrets, commercial or financial information and privileged and confidential
under the FOIA rules. With respect to such releases, HCA shall have the rights
set forth at 45 C.F.R. ss. 5.65(d). HCA shall refrain from identifying any
information as trade secrets, commercial or financial information and privileged
and confidential that does not meet the criteria for exemption from disclosure
under FOIA.
X. BREACH AND DEFAULT PROVISIONS
HCA is expected to fully and timely comply with all of its CIA
obligations.
A. Stipulated Penalties for Failure to Comply with Certain Obligations.
As a contractual remedy, HCA and OIG hereby agree that failure to comply with
certain obligations set forth in this CIA may lead to the imposition of the
following monetary
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penalties (hereinafter referred to as "Stipulated Penalties") in accordance with
the following provisions.
1. A Stipulated Penalty of $2,500.00 (which shall begin to accrue
on the day after the date the obligation became due) for each day, beginning 90
days after the effective date of this CIA and concluding at the end of the term
of this CIA, HCA fails to have in place any of the following:
a. all of the personnel and committees required in
section III.A;
b. a written Code of Conduct as required in section
III.B.1;
c. written Policies and Procedures as required in
section III.B.2;
d. a training program as required in section III.C; and
e. a Confidential Disclosure Program as required in
section III.E;
2. A Stipulated Penalty of $2,500.00 (which shall begin to accrue
on the day after the date the obligation became due) for each day HCA fails meet
any of the deadlines to submit the Implementation Report or the Annual Reports
to the OIG.
3. A Stipulated Penalty of $2,500.00 (which shall begin to accrue
on the date the failure to comply began) for each day HCA employs, contracts
with, or grants staff privileges to an Ineligible Person and that person: (i)
has responsibility for, or involvement with, HCA's business operations related
to the Federal health care programs;
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or (ii) is in a position for which the person's salary or the items or services
rendered, ordered, or prescribed by the person are paid in whole or part,
directly or indirectly, by Federal health care programs or otherwise with
Federal funds (the Stipulated Penalty described in this paragraph shall not be
demanded for any time period during which HCA can demonstrate that it did not
discover the person's exclusion or other ineligibility after making a reasonable
inquiry (as described in section III.F) as to the status of the person).
4. A Stipulated Penalty of $2,500.00 (which shall begin to accrue
on the date the HCA fails to grant access) for each day HCA fails to grant
access to the information or documentation as required in section VII of this
CIA.
5. A Stipulated Penalty of $2,500.00 (which shall begin to accrue
on the date the failure began) for a failure by HCA to report a Reportable
Event, take corrective action, and pay the appropriate refunds, as provided in
section III.H;
6. A Stipulated Penalty of $2,000.00 (which shall begin to accrue
10 days after the date that OIG provides notice to HCA of the failure to comply)
for each day HCA fails to comply fully and adequately with any obligation of
this CIA and such failure is not already subject to a penalty in section X.A.1
through 5 above. In its notice to HCA, the OIG shall state the specific grounds
for its determination that the HCA has failed to comply fully and adequately
with the CIA obligation(s) at issue.
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B. Payment of Stipulated Penalties.
1. Demand Letter. Upon a finding that HCA has failed to comply
with any of the obligations described in section X.A and determining that
Stipulated Penalties are appropriate, OIG shall notify HCA of: (a) HCA's failure
to comply; and (b) the OIG's exercise of its contractual right to demand payment
of the Stipulated Penalties (this notification is hereinafter referred to as the
"Demand Letter"). Within 10 days after receiving the Demand Letter, HCA shall
either: (a) cure the breach to the OIG's satisfaction and pay the applicable
stipulated penalties; or (b) request a hearing before an HHS administrative law
judge ("ALJ") to dispute the OIG's determination of noncompliance, pursuant to
the agreed-upon provisions set forth below in section X.D. In the event HCA
elects to request an ALJ hearing, the Stipulated Penalties shall continue to
accrue until HCA cures, to the 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.C.
2. Timely Written Requests for Extensions. HCA may 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
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Penalties for failure to perform the act or file the notification or report
shall not begin to accrue until one day after HCA fails to meet the revised
deadline set by the 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 two business days after HCA receives OIG's written denial of such request.
A "timely written request" is defined as a request in writing received by OIG at
least five business days prior to the date by which any act is due to be
performed or any notification or report is due to be filed.
3. Form of Payment. Payment of the Stipulated Penalties shall be
made by certified or cashier's check, payable to "Secretary of the Department of
Health and Human Services," and submitted to OIG at the address set forth in
section VI.
4. Independence from Material Breach Determination. Except as
otherwise noted, these provisions for payment of Stipulated Penalties shall not
affect or otherwise set a standard for the OIG's determination that HCA has
materially breached this CIA, which decision shall be made at the OIG's
discretion and governed by the provisions in section X.C, below.
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C. Exclusion for Material Breach of this CIA
1. Notice of Material Breach and Intent to Exclude. The parties
agree that a material breach of this CIA by HCA constitutes an independent basis
for OIG to exclude HCA and/or any of its subsidiaries from participation in the
Federal health care programs (as defined in 42 U.S.C. ss. 1320a-7b(f)). Upon a
determination by OIG that HCA has materially breached this CIA and that
exclusion should be imposed, the OIG shall notify HCA by certified mail of: (a)
HCA's material breach; and (b) OIG's intent to exercise its contractual right to
impose exclusion (this notification is hereinafter referred to as the "Notice of
Material Breach Letter").
2. Opportunity to Cure. HCA shall have 30 days after receiving the
Notice of Material Breach Letter to demonstrate to the OIG's satisfaction that:
a. HCA is in full compliance with this CIA;
b. the alleged material breach has been cured; or
c. the alleged material breach cannot be cured within
the 30-day period, but that: (i) HCA has begun to
take action to cure the material breach; (ii) HCA is
pursuing such action with due diligence; and (iii)
HCA has provided to OIG a reasonable timetable for
curing the material breach.
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3. Exclusion Letter. If at the conclusion of the 30-day period,
HCA fails to satisfy the requirements of section X.C.2, OIG may exclude HCA
and/or any of its subsidiaries from participation in the Federal health care
programs. OIG shall notify HCA in writing of its determination to exclude HCA
and/or any of its subsidiaries (this letter shall be referred to hereinafter as
the "Exclusion Letter"). Subject to the Dispute Resolution provisions in section
X.D, below, the exclusion shall go into effect 30 days after the date of the
Exclusion Letter. The exclusion shall have national effect and shall also apply
to all other federal procurement and non-procurement programs. If HCA and/or any
of its subsidiaries is excluded under the provisions of this CIA, HCA may seek
reinstatement pursuant to the provisions at 42 C.F.R. ss.ss. 1001.3001-.3004.
4. Material Breach. A material breach of this CIA means:
a. a failure by HCA to report a Reportable Event, take
corrective action and pay the appropriate refunds, as
provided in section III.H, provided that any of the
following individuals at HCA had notice of the Reportable
Event: an officer; a director; a Responsible Executive; an
ECO; a member of the EC Department; or an attorney in the
Legal Department;
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b. repeated or flagrant violations of the obligations under
this CIA, including, but not limited to, the obligations
addressed in section X.A of this CIA;
c. a failure to respond to a Demand Letter concerning the
payment of Stipulated Penalties in accordance with section
X.B above; or
d. a failure to retain and use an Independent Review
Organization for review purposes in accordance with section
III.D.
D. Dispute Resolution
1. Review Rights. Upon the OIG's delivery to HCA of its Demand
Letter or of its Exclusion Letter, and as an agreed-upon contractual remedy for
the resolution of disputes arising under the obligation of this CIA, HCA shall
be afforded certain review rights comparable to the ones that are provided in 42
U.S.C. ss. 1320a-7(f) and 42 C.F.R. Part 1005 as if they applied to the
Stipulated Penalties or exclusion sought pursuant to this CIA. Specifically, the
OIG's determination to demand payment of Stipulated Penalties or to seek
exclusion shall be subject to review by an ALJ and, in the event of an appeal,
the Departmental Appeals Board ("DAB"), in a manner consistent with the
provisions in 42 C.F.R. ss.ss. 1005.2-1005.21. Notwithstanding the language in
42 C.F.R. ss. 1005.2(c), the request for a hearing involving stipulated
penalties shall be made within 10
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days of HCA receiving the Demand Letter and the request for a hearing involving
exclusion shall be made within 20 days of HCA receiving the Exclusion Letter.
2. Stipulated Penalties Review. Notwithstanding any provision of
Title 42 of the United States Code or Chapter 42 of the Code of Federal
Regulations, the only issues in a proceeding for stipulated penalties under this
CIA shall be: (a) whether HCA was in full and timely compliance with the
obligations of this CIA for which the OIG demands payment; and (b) the period of
noncompliance. HCA shall have the burden of proving its full and timely
compliance and the steps taken to cure the noncompliance, if any. If the ALJ
finds for the OIG with regard to a finding of a breach of this CIA and orders
HCA to pay Stipulated Penalties, such Stipulated Penalties shall become due and
payable 20 days after the ALJ issues such a decision notwithstanding that HCA
may request review of the ALJ decision by the DAB.
3. Exclusion Review. Notwithstanding any provision of Title 42 of
the United States Code or Chapter 42 of the Code of Federal Regulations, the
only issues in a proceeding for exclusion based on a material breach of this CIA
shall be: (a) whether HCA was in material breach of this CIA; (b) whether such
breach was continuing on the date of the Exclusion Letter; and (c) whether the
alleged material breach could not have been cured within the 30-day period, but
that (i) HCA had begun to take action to cure the material breach within that
period, (ii) HCA has pursued and is pursuing such action with
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due diligence, and (iii) HCA provided to OIG within that period a reasonable
timetable for curing the material breach. For purposes of the exclusion herein,
exclusion shall take effect only after an ALJ decision that is favorable to the
OIG. HCA's election of its contractual right to appeal to the DAB shall not
abrogate the OIG's authority to exclude HCA and/or any of its subsidiaries upon
the issuance of the ALJ's decision. If the ALJ sustains the determination of the
OIG and determines that exclusion is authorized, such exclusion shall take
effect 20 days after the ALJ issues such a decision, notwithstanding that HCA
may request review of the ALJ decision by the DAB.
XI. EFFECTIVE AND BINDING AGREEMENT
Consistent with the provisions in the Settlement Agreement pursuant to
which this CIA is entered, and into which this CIA is incorporated, HCA and OIG
agree as follows:
A. This CIA shall be binding on the successors, assigns, and transferees
of HCA, consistent with the terms of Section IV;
B. This CIA shall become final and binding on the date that the court(s)
accept the plea(s) and impose a sentence in the criminal proceedings related to
the plea agreement entered into between HCA and the United States on or about
the date of the signing of this CIA;
C. Any modifications to this CIA shall be made with the prior written
consent of the parties to this CIA; and
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D. The undersigned HCA signatories represent and warrant that they are
authorized to execute this CIA. The undersigned OIG signatory represents that he
is signing this CIA in his official capacity and that he is authorized to
execute this CIA.
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ON BEHALF OF HCA
/s/ Thomas F. Frist, Jr. 12/12/00
------------------------------------- -------------------
Thomas F. Frist, Jr., M.D DATE
Chairman and Chief Executive Officer
HCA-The Healthcare Company
/s/ Alan Yuspeh 12/12/00
------------------------------------- -------------------
Alan Yuspeh DATE
Senior Vice President
Ethics, Compliance, and Corporate Responsibility
HCA-The Healthcare Company
ON BEHALF OF THE OFFICE OF INSPECTOR GENERAL
OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES
/s/ Lewis Morris 12/14/00
------------------------------------- -------------------
Lewis Morris DATE
Assistant Inspector General for Legal Affairs
Office of Inspector General
U.S. Department of Health and Human Services
47
