ADMINISTRATIVE SERVICES AGREEMENT

 

                                                                  EXHIBIT 10.23A

                        ADMINISTRATIVE SERVICES AGREEMENT
                              BETWEEN THE PLAN AND
                          MANAGED CARE SOLUTIONS, INC.

         This Administrative Services Agreement is made and entered in to be
effective as of the 22nd day of May, 1995 by and between Alliance for Community
Health d.b.a. Community Care, a not-for-profit Missouri Corporation (hereinafter
"Plan"), and MANAGED CARE SOLUTIONS, INC. (hereinafter "MCS").

                              W I T N E S S E T H :

         WHEREAS, the Plan was formed by certain health care providers for the
purpose of operating as a qualified health plan under a managed care program
administered by the State Medicaid Agency (SMA) of the State of Missouri,
hereinafter called "The Program".

         WHEREAS, the Plan desires to engage MCS to provide administrative
services in connection with the operation of the Plan Program.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:

         I.       DEFINITIONS

                  A. The Plan Program. "The Plan Program" shall mean all
administrative and medical care delivery components and systems available
through the Plan as necessary for the Plan to provide or arrange for the
provision of the required medical, dental, and behavioral health services to
those Program eligible recipients who receive coverage through the Plan.

                  B. The Program. "The Program" shall mean the State of Missouri
Program for the provision of medical, dental, and behavioral health services to
Medicaid recipients in a managed care delivery setting.

                  C. Covered Services. "Covered Services" shall mean those
medical, dental, and behavioral health services to which Members are entitled
under the Program as detailed in the Request for Proposal and in any contract
between the State Medicaid Agency and the Plan.

                  D. Implementation Date. "Implementation Date" shall mean the
date the Plan Program becomes operational and the Plan is obligated to commence
the provision of Covered Services to Members.

                  E. Participating Providers. "Participating Providers" shall
mean duly licensed physicians, hospitals, health professionals, facilities, and
other health care providers 

which have entered into a contract with the Plan for the provision of Covered
Services to Members.

                  F. Request for Proposal ("RFP"). "RFP" or "Request For
Proposal" shall refer to the SMA's Request For Proposal for the Program and any
amendments thereto.

                  G. Recipients or Members. "Recipients" or "Members" shall
refer to those individuals who are eligible for coverage under the Program and
who have enrolled in the Plan.

                  H. State Medicaid Agency. "State Medicaid Agency" (SMA) shall
mean that agency, division or department of State Government responsible for
administration of its State Medicaid Program pursuant to Title XIX of the Social
Security Act and applicable state law.

         II.      MCS RESPONSIBILITIES

                  A. Pre-Operational Phase.

                           1. Generally. The parties acknowledge MCS will
prepare or will assist in the preparation of information and data to participate
as a qualified health plan under the Program during the Pre-Operational Phase
period. MCS shall, on behalf of the Plan, respond in a timely manner to any and
all SMA requests for additional information or clarification of proposal terms,
subject to the Plan's approval of any such response.

                           2. Negotiations With the SMA. MCS shall provide
assistance and support to the Plan in its negotiations with the SMA concerning
the Program.

                  B. Pre-Operational Duties. MCS shall perform necessary
pre-operational services so that the Plan may commence operation as a qualified
health plan on the Implementation Date as established by the SMA. All
pre-operational costs shall be reimbursed in accordance with Section III.A of
this agreement. Pre-operational services shall include, but are not limited to:

                           1.  Office site and equipment selection;

                           2.  Installation of compute hardware, software and
                               related equipment;

                           3.  Staff selection and training;

                           4.  Development of marketing programs if directed by
                               the Plan;

                           5.  Development of Plan policy and procedures;

                           6.  Development of provider network, including but
                               not limited to:

                                    a.      Negotiating.
                                    b.      Credentialing.
                                    c.      Contracting.

                           7.  Education of providers and their staff regarding
                               Plan programs;

                           8.  Establishment of utilization and quality
                               assurance programs;

                           9.  Acting as a liaison with the SMA including
                               negotiation of any and all contracts;

                           10. Preparation of member handbooks and other
                               required items;

                           11. Preparation of provider handbooks and other
                               required items;

                  C. Administrative Services. MCS shall provide administrative
services necessary to the operation of the Plan Program or which are required by
the RFP or any contract between the SMA and the Plan, and contracts between the
Plan and Participating Providers. MCS's responsibilities shall include, but not
be limited to, the following:

                           1. General Management Duties. MCS shall be
responsible for the day-to-day management of the Plan. MCS shall take actions
necessary for the proper administration and management of the Plan Program, so
long as such actions are consistent with, and not in conflict with, the
provisions of this Agreement, the RFP, and any contract between the SMA and the
Plan. MCS shall employ such individuals as are necessary to carry out its duties
under this Agreement.

                           2. Contracting With Providers. MCS shall be
responsible for recruiting, negotiating, and contracting on behalf of the Plan
with such providers of medical, dental, and behavioral health services as
necessary to provide Covered Services to Members as required by the RFP and any
contracts between the SMA and the Plan. Provider contracts shall be between the
Plan and the Participating Providers. While it is understood that there is no
absolute guarantee that MCS will be able to contract on behalf of the Plan with
all such providers, MCS shall make reasonable efforts to recruit and contract
with such necessary providers and shall dedicate sufficient resources to
contract with such providers.

                           All contracts with Participating Providers shall be
in a form and contain such provisions as are acceptable to the Plan and shall
set forth the method and amount of reimbursement to Participating Providers, and
shall specify that the providers shall be subject to all requirements contained
in the RFP, any contract between the SMA and the Plan, and all applicable
provisions of this Agreement.

                           3. Claims Processing and Payment. MCS shall pay
claims to providers for all Covered Services rendered to Members in accordance
with contracts entered 

into between Participating Providers and the Plan, the RFP, any contract between
the SMA and the Plan, and this Agreement. The amount of reimbursement to
providers shall take into account any co-payment, deductible or co-insurance
amounts which Members are required to pay under the Program. Unless otherwise
directed by the Plan, MCS and the Medical Director shall have the authority and
discretion to interpret the requirements of the RFP, the contract between the
SMA and the Plan, and the contracts between the Plan and providers with respect
to payment of claims to providers. Claims payments shall be made by checks or
drafts signed by MCS as the Plan's dispersing agent out of the account
established in accordance with Section II.C.4. hereof. MCS shall pay claims from
its Phoenix, Arizona Office for at least the first year of this Agreement.

                           4. Bank Account; Accounting and Finance Duties. MCS
shall establish and maintain a bank account in the name of the Plan with
________________________ ("the Bank") for the purpose of depositing all receipts
from any source therein, including capitation payments and reinsurance payments
form the SMA, and for paying all expenses of the Plan Program, including payment
of provider claims. MCS shall be responsible for performing all day to day
financial and accounting functions of the Plan, including preparation of
financial statements, accounts payable/receivable administration, and banking
arrangements. MCS shall also be responsible for any required financial and
regulatory reporting to the SMA and to the Missouri Department of Insurance.

                           5. Plan Benefits Litigation. If a demand is asserted
or a litigation/arbitration proceeding is commenced ("Plan Benefits Litigation")
by a Member or health care provider to recover benefits against MCS, the Plan or
both parties, the following shall apply:

                                    a.      If either MCS or the Plan becomes
                                            aware of the asserted Plan Benefits
                                            Litigation, it shall promptly notify
                                            the other party. The Plan shall,
                                            with MCS's advice and input,
                                            determine whether to pay the
                                            disputed claims or proceed with Plan
                                            Benefit Litigation.

                                    b.      In the event the Plan determines to
                                            proceed with Plan Benefits
                                            Litigation, the Plan shall retain
                                            counsel and direct the response to
                                            the Plan Benefits Litigation. The
                                            Plan shall be responsible for
                                            assuming the cost attributable to
                                            Plan Benefits Litigation.

                           6. Coordination of Benefits; Third Party Liabilities;
Reinsurance. MCS shall be responsible for coordination of benefits and
third-party recoveries as required under the provisions of the RFP and under any
contract between the SMA and the Plan. MCS shall be responsible for the
following:

                                    a.      Recovering or coordinating medical
                                            expenses incurred by Members from
                                            3all third-party liability resources
                                            on behalf 

                                            of the Plan and depositing any
                                            amounts recovered in the bank
                                            account;

                                    b.      Establishing and maintaining a file
                                            of Members' third-party liability
                                            information;

                                    c.      Receiving third-party liability
                                            information from the SMA updating
                                            the Members' files on a timely
                                            basis;

                                    d.      Informing the SMA of third-party
                                            liability information discovered
                                            during the course of business
                                            operations;

                                    e.      Providing the SMA with required
                                            reports relating to amounts
                                            recovered from third-parties;

                                    f.      Recovering reinsurance revenues
                                            payable to the Plan from the SMA
                                            and/or other Reinsurers.

                           7. Case Management. MCS shall be responsible for
performing case management services in accordance with the RFP and in accordance
with the contract between the SMA and the Plan. MCS shall ensure that each
Member has chosen or is assigned a primary care provider who shall assess the
Member's health care needs and shall provide services to meet those needs either
directly or through referrals to other participating providers. MCS shall
implement a system for the directing, coordinating, monitoring and tracking of
the Covered Services rendered to each member. This system shall include, but not
be limited to, the following:

                                    a.      Ensuring that medically necessary
                                            services are accessible and can be
                                            provided on a timely basis;

                                    b.      Providing Members with clear and
                                            adequate information on how to
                                            obtain services;

                                    c.      Assisting Members to obtain the
                                            services prescribed by their primary
                                            care providers and other authorized
                                            providers.

                           8. Facilitation of Services. MCS shall facilitate the
provision of Covered Services by Participating Providers by:

                                    a.      Providing the Plan and Participating
                                            Providers with Member enrollment and
                                            eligibility information; and

                                    b.      Maintaining telephone lines as
                                            required by the RFP for the purpose
                                            of determining enrollment and
                                            eligibility information upon
                                            admission to an emergency facility
                                            or hospital emergency room.

                           9. Program Coverage Information. MCS shall prepare
and forward to all Participating Providers, a summary of Covered Services which
are required to be provided under the Plan Program. Such summary shall include
schedules of Covered Services and any applicable exclusions or limitations
affecting the provision of Covered Services, applicable co-payments,
co-insurance and deductibles, and any other information relevant to the
rendering of Covered Services by providers. The summary of Covered Services may
be included in the provider handbook prepared by MCS.

                           10. Quality Assurance. MCS shall be responsible for
developing and maintaining a Quality Assurance Program in compliance with the
requirements of the RFP, and with any contract between the SMA and the Plan. At
a minimum the Quality Assurance Program shall conform to the requirements set
forth in the RFP.

                           11. Utilization Management. MCS shall be responsible
for developing and maintaining a Utilization Management Program in compliance
with the requirements of the RFP, and with any contract between the SMA and the
Plan. The Utilization Management Program shall determine whether the level,
type, and cost of benefits provided are appropriate to the health care needs of
Members on an ongoing basis.

                           12. Credentialing. MCS shall credential and
recredential each Participating Provider rendering health care services to
Members as described in the Plan's RFP proposal.

                           13. Information Systems. MCS shall develop and
maintain as of the Implementation Date an automated management information
system as necessary for the efficient operation of the Plan Program and as
required by the RFP, any contract between the SMA and the Plan, and this
Agreement.

                           14. Reports to and Liaison with the SMA. MCS shall be
responsible for making reports to the SMA which are required by the RFP and to
act as a liaison to the SMA for the general purpose of regulatory compliance.
Reports shall be made at such times as are required by the SMA and such reports
shall be in format acceptable to the SMA. Such reports shall include, but not be
limited to the following:

                                    a.      Encounter data as described in the
                                            RFP;

                                    b.      Reports regarding the Quality
                                            Assurance Program as required by the
                                            RFP;

                                    c.      Reports regarding changes in
                                            Recipient status as required by the
                                            RFP;

                                    d.      Reports regarding coordination of
                                            benefits and third-party liability
                                            as required by the RFP; and

                                    e.      Reports regarding financial
                                            information as required by the RFP.

                           15. Reports to The Plan. MCS shall report to the
President and Board of Directors of the Plan on a regular basis and at such
times as are reasonably requested by the President or Board of Directors of the
Plan. MCS shall report to the Plan on any and all matters relating to the
administration of the Plan Program as requested by the President or the Board of
Directors for the Plan.

                           16. Member Services. MCS shall be responsible for
providing all Member services as are necessary to the administration of the
Plan's Program or as are required by the RFP, any and all contract between the
SMA and the Plan, and this Agreement. Such Members services shall include, but
not be limited to:

                                    a.      Enrollment of Recipients as required
                                            by the RFP.

                                    b.      Preparation and dissemination of
                                            educational materials as required by
                                            the RFP.

                           17. Insurance Requirements.

                                    a. Professional Liability Insurance. During
the term of this Agreement, the Plan shall maintain, at its sole cost and
expense, a policy of HMO-type professional liability insurance acceptable to MCS
with coverage limits in the minimum amount of $1,000,000 per incident and
$1,000,000 in the annual aggregate. MCS shall be named as an additional insured
on said professional liability insurance policy. In addition, the Plan shall
purchase a "tail policy" with the same policy limits following the effective
date of termination of the foregoing policy in the event the policy is a "claims
made" policy.

                                    b. Comprehensive Liability Insurance. MCS
and the Plan each shall maintain, at the sole cost and expense of each,
throughout the term of this Agreement, a policy of general liability insurance
acceptable to the other party in the minimum amount of $1,000,000 per occurrence
and $1,000,000 in the annual aggregate. Each shall name the other party as an
additional insured on said policy.

                                    c. Proof of Insurance. Each party shall
furnish the other with evidence of such insurance, including certificates of
insurance and complete copies of insurance policies, upon the other's request.
Each party shall provide the other with a minimum of 30 days prior written
notice in the event any of the insurance policies required by this Agreement are
canceled, changed or restricted in any way.

                           18. Complaint Resolution Procedure. MCS shall
maintain a complaint resolution procedure to process Member and Provider
complaints.

                           19. Member Satisfaction. MCS shall administer
periodically, but not less frequently than annually, Member satisfaction surveys
to measure the level of satisfaction of 

Members receiving Covered Services from Participating Providers. The development
and administration of such surveys shall be at the sole cost of MCS.

         III.     ADMINISTRATIVE FEE

                  A. Pre-Operational Phase. The Plan shall pay MCS for services
rendered in the pre-operational phase as follows:

Consulting Labor Costs: Category Hourly Rate -------- ----------- MCS Principal: President, CEO, Medical Director $140 Other MCS Managers 90 Programmers/Systems Analysis 75 Other non-management professional staff 50 Clerical staff (word processing) 20 Employee Labor, Fringe & Related Costs: Employees hired to work in St. Louis specifically for the CC program: At MCS cost + 10% Other Costs: Outside Consultants At MCS cost, not to exceed $140 per hour. Travel & Other Out-of -Pocket Expenses: At MCS cost Routine Office Supplies, Long Distance Calls from Arizona, copying costs, and other expendable items No charge
The pre-operational phase for MCS activity is estimated to consume 1,210 hours of labor time. Actual MCS labor expended on the project may be more or less than the estimated 1.210 hours. Estimated cost for MCS activities during the pre-operational phase is as follows:
Function Labor Cost Out-of-Pocket TOTAL COST Maximum Hours* - - -------- ---------- ------------- --------- -------------- Provider Contract- ing and Network 22,000 4,000 26,000 200 Development Analysis of cost and utilization data for Risk Pool con- 8,000 1,000 9,000 60 tracting purposes Pre-Operational Staffing and 72,000 24,000 96,000 950 Operations TOTALS 102,000 29,000 131,000 1,210
* MCS will devote a maximum of 1,210 hours to Community Care's pre-operational activities for the prices stated herein above. Any hours beyond the 1,210 maximum limit are billable at the hourly rates shown above. If less than 1,210 hours are required for pre-operational activities, MCS shall only bill for actual hours worked. MCS's pre-operational duties do not include marketing costs or expenses for outside professionals such as attorneys and actuaries. B. Operational Phase. The Plan shall pay MCS an administrative fee as set forth below once the Plan Program becomes operational: 1. Base Administrative Fee. The Plan shall pay a monthly administrative fee as follows: Management Fee: First 25,000 members 12.0% of capitation revenue Next 15,000 members 11.0% of capitation revenue Next 30,000 members 10.0% of capitation revenue Members in excess of 70,000 8.8% of capitation revenue Example: If CC has 50,000 members in any given month, the Management fee shall be computed as follows: First 25,000 members 12.0% Next 15,000 members 11.0% Next 10,000 members 10.0% ------------------- ----- 50,000 members 11.3% = weighted average Management Fee If Plan enrollment is less than 20,000 member months, the above schedule shall not apply and Administrative Fees paid to MCS shall be MCS's cost plus 10%. An average year-to-date Plan capitation revenue per member per month will be calculated by dividing total year-to-date Plan capitation revenues by total year-to-date member months. The average year-to-date Plan capitation revenue per member month will be used in calculating the monthly administrative fee. Member months are calculated by dividing the total number of days Members were eligible by the number of days in that month. The monthly Base Administrative Fee will be estimated and paid before the tenth day of the month. Any adjustments based on the actual member month figures will be made to the subsequent month's payment. MCS shall be responsible, in return for receiving the Base Administrative Fee, to assume all costs associated with the administration of the Plan Program, except for the following expenses which shall be the responsibility of the Plan: a. Management Information System (see paragraph 3 and 4 below) b. Salary, fringe benefits, travel, educational and all other expenses of the Chief Executive Officer. c. Office equipment and furniture. d. Covered Services; e. Legal Services of the Plan; f. Actuarial Services of the Plan; g. All insurance premiums for the Plan; h. Board fees, etc.; i. Expenses relating to the corporate existence of the Plan; j. Audit and tax services of the Plan; k. Advertising and marketing expenses of the Plan; l. Any income, property, premium or other taxes of the Plan and any assessments or license fees. m. Any other expenses clearly related to the business of the Plan as an independent corporate entity. 2. Shared Risk Agreement. The parties agree to share risk in the following manner: The Plan shall institute "Risk Pools" among its providers which represent specific amounts budgeted for medical costs each Plan fiscal year. If the combined Plan Risk Pools experience a surplus (i.e., medical costs are less than the Risk Pool budget), MCS shall receive 10 % of such surplus not to exceed 10% of MCS's Base Administrative Fee. If the combined Plan Risk Pools experience a deficit (i.e., medical costs are more than the Risk Pool budget), MCS shall be liable for 10% of such deficit not to exceed 10% of MCS's Base Administrative Fee. If the Plan fails to institute a Risk Pool budgeting process which, in MCS's opinion, does not constitute significant risk sharing arrangements with critical Participating Providers, this shared risk arrangement between MCS and the Plan shall not be operative. 3. MANAGED CARE ONE MIS System Fee (as defined in the April 24, 1995 MCS proposal, Exhibit 2) Year One: $2.65 PMPM for all months in which enrollment is -------- below 40,000 Members and $2.60 PMPM for all months in which enrollment exceeds 40,000 members. An installation fee $72,000 shall be payable in two equal installments as follows: $36,000 no later than June 1, 1995, and, an additional $36,000 by the latest of the following dates: August 1, 1995 or the date upon which the Plan accepts its first enrollment. (the Implementation Date) After one Year:
Membership Level Year 2 Year 3 Year 4 Year 5 ---------------- ------ ------ ------ ------ Less than 40,000 $2.75 $2.85 $3.00 $3.10 40,000 to 49,000 $2.60 $2.70 $2.80 $2.90 50,000 to 59,999 $2.50 $2.60 $2.70 $2.80 60,000 to 69,999 $2.40 $2.50 $2.60 $2.70 70,000 to 79,999 $2.30 $2.40 $2.50 $2.60 80,000 to 99,999 $2.15 $2.25 $2.35 $2.45 100,000 or more $1.95 $2.05 $2.15 $2.25
4. Fees for Other Hardware/Software Not Included in the MANAGED CARE ONE Package. (as defined in the April 24, 1995 MCS proposal, Exhibit 2) Year One: $0.60 PMPM After Year One:
Membership Level Year 2 Year 3 Year 4 Year 5 ---------------- ------ ------ ------ ------ Less than 40,000 $0.60 $0.60 $0.65 $0.70 40,000 to 49,999 $0.55 $0.55 $0.55 $0.60 50,000 to 59,999 $0.50 $0.50 $0.55 $0.55 60,000 to 69,999 $0.45 $0.45 $0.50 $0.50 70,000 to 79,999 $0.40 $0.40 $0.45 $0.45 80,000 to 99,999 $0.30 $0.35 $0.40 $0.40 100,000 or more $0.25 $0.25 $0.30 $0.30
IV. TERM AND TERMINATION. A. Term. This Agreement shall be effective on the date of its execution first set forth above and shall be effective during the period necessary to complete the Plan's pre-operational activities and shall then be in full force and effect through the first five years of the Program. B. Termination. This Agreement may be terminated upon the following: 1. Automatically in the event the Plan is notified by the SMA that its proposal to the SMA to participate as a qualified health plan under the Program has not been accepted. 2. Upon notice by the Plan, in the event any officer, director or principal shareholder of MCS is suspended or excluded from participating in any federal or state program in any state. 3. At any time upon the written mutual consent of both parties. 4. Upon the failure of either party to correct any failure to perform under the terms of this Agreement after sixty (60) days written notice from the other party. 5. In the event the contract between the SMA and the Plan is terminated for any reason or the Plan's participation in the Program is otherwise terminated, in which case termination shall be effective as of the termination date of the Plan's participation in the Program. 6. Immediately upon the filing of a bankruptcy petition by either party or upon the failure of either party to obtain any license, registration or approval required under state or federal law that is material to the operation of the Plan Program. C. Obligations in Event of Termination. 1. Upon termination of this Agreement, the Plan shall purchase those fixed assets acquired and used by MCS to administer the Plan at a price equal to the book value of such assets at the termination date. 2. In the event of termination of this Agreement for any reason, MCS shall cooperate with the person or entity selected by the Plan to assume administration of the Plan. 3. In the event of termination of this Agreement MCS shall provide the Plan with all copies of records in MCS's possession directly and specifically relating to the Plan Program and which are necessary for the continued operation of the Plan Program, or shall forward such records to a successor administrator as directed by the Plan. V. MISCELLANEOUS A. Confidentiality. MCS agrees to safeguard the confidentiality of all data pertaining to this Agreement and Covered Services rendered to Members. B. Relationship to the Parties. In the performance of the work, duties and obligations of the parties pursuant to this Agreement, the parties shall, at all times, be acting and performing as independent contractors. No relationship of employer and employee, or partners or joint ventures is created by this Agreement, and neither party may therefore make any claim against the other party for social security benefits, workers' compensation benefits, unemployment insurance benefits, vacation pay, sick leave or any other employee benefit of any kind. In addition, neither party shall have any power or authority to act for or on behalf of, or to bind the other except as herein expressly granted, and no other greater power or authority shall be implied by the grant or denial of power or authority specifically mentioned herein. C. Assignment/Subcontracting. Neither party shall have the right to assign, delegate or subcontract any of its rights or obligations hereunder without the prior written consent of the other party. D. Notices. Except as set forth herein, all notices required or permitted to be given hereunder, shall be in writing and shall be sent by United States mail, certified or registered, return receipt requested, postage prepaid, to the parties hereto at their respective addresses set forth on the signature page hereto, or such other address as may be fixed in accordance with the provisions hereof. Except as set forth herein, if mailed in accordance with the provisions of this paragraph, such notice shall be deemed to be received three (3) business days after mailing. E. Headings. The headings of the various sections of this Agreement are inserted merely for purpose of convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated. F. Waiver of Breach. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, nor be construed to be, a waiver of any subsequent breach thereof. G. Applicable Law. This Agreement shall be governed in all respects by the laws of the State of Missouri. H. Invalid Provisions. If, for any reason, any provision of this Agreement is or shall be hereafter determined by law, act, decision, or regulation of a duly constituted body or authority, to be in any respect invalid, such determination shall not nullify any of the other terms and provisions of this Agreement and, unless otherwise agreed to in writing by the parties, then, in order to prevent the invalidity of such provision or provisions of this Agreement, the said provision or provisions shall be deemed automatically amended in such respect as may be necessary to conform this entire Agreement with such applicable law, act, decision, rule or regulation. I. No Third-Party Beneficiary. This Agreement is entered into by and between the Plan and MCS and for their benefit. There is not intent by either party to create or establish third-party beneficiary status or rights or their equivalent in any Member, subcontractor, or other third party, and no such third party shall have any right to enforce any right or enjoy any benefit created or established under this Agreement. J. Arbitration. In the event that any dispute relating to this Agreement arises between MCS and Plan, the dispute shall be resolved by binding arbitration in accordance with the Rules of Commercial Arbitration of the American Arbitration Association. In no event may the arbitration be initiated more than one year after the date on party first gave written notice of the dispute to the other party. The arbitration shall be held in St. Louis, Missouri or in such other location as the parties may mutually agree upon. The arbitrator shall have no power to award punitive or exemplary damages or vary the terms of this Agreement and shall be bound by controlling law. K. Review and Audit. MCS will at all times make available for review and audit by either Plan or its designee its files, books, procedures and records (including computer terminal access to same) pertaining to the Plan program or the services provided by MCS under this Agreement. In addition, MCS shall make available for interview with the auditor those personnel with material involvement or responsibility with respect to the services provided by MCS under this Agreement. L. Entire Agreement; Amendment. This Agreement and all exhibits hereto shall constitute the entire agreement relating to the subject matter hereof between the parties hereto, and supersedes all other agreements, written or oral, relating to the subject matter hereof. This Agreement may be amended by mutual agreements of the parties, provided that such amendment is reduced to writing and signed by both parties. M. Exhibits. Any exhibits attached to this Agreement are an integral part of this Agreement and are incorporated herein by reference. IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the day and year set forth above. THE PLAN By Betty Jean Kerr ---------------------------------- Date: May 22, 1995 --------------- ADDRESS FOR NOTICES: 5701 Delmar - - ----------------------------- St. Louis, Missouri 63112 - - ----------------------------- MANAGED CARE SOLUTIONS, INC. By James A. Burns Its President ---------------------------------- ------------- Date: May 18, 1995 ----------------- 2510 W. Dunlap Ave, Suite 100 Phoenix, Az 85021 EXHIBIT 10.23(a)(1) LAIRD, SCHNECK, LINDFORS & SMYTH, P.C. MISSOURI COMMONS 1440 EAST MISSOURI, AVE., SUITE 250 PHOENIX, ARIZONA 85014-2405 March 1, 1996 VIA FACSIMILE - 314-241-8624 AND MAIL David M. Harris, Esquire Greensfelder, Hemker & Gale, P.C. 1800 Equitable Building 10 South Broadway St. Louis, MO 63102 RE: Community Care Plus Dear David: This letter sets forth an outline of Managed Care Solutions' proposal to turn over all management functions to CCP. This is in response to the parties' inability to come to terms on the issue of compensation with respect to the proposed transfer of MCS employees to CCP. I do not believe we will be able to agree on a fair adjustment. MCS now proposes a larger turnover of management function in connection with the employee transfer. 1. General Description. MCS will agree to cease all management responsibility pursuant to the Administrative Services Agreement, except for MIS, claims and finance functions. These retained functions are more specifically described below. In other words, CCP will assume complete responsibility for all employees, member services, provider services, contracting, medical management, grievance and administration, among other things, and MCS will have responsibility for only the retained functions, with no residual responsibility for any of its former duties. Any agreement entered into between the parties will specify that CCP will bear the burden of properly inputting and maintaining clean provider data so that claims can be properly processed by MCS. As we discussed in our meetings in Phoenix, MCS will be unable to properly pay provider claims and capitation without reliable data and clean claims. 2. Payment. Payment will be based not on a per-member per-month basis, but rather on the number of eligible plan members as determined on the first day of each month in which services are provided by MCS to CCP. In other words, payment is due in advance. The fee will be due on the 5th day of the month. If payment is not made on the 5th day of the month, no provider checks will be paid until the fee is paid. The agreement will provide that upon CCP's failure to timely pay MCS in full, MCS will notify State of Missouri Medicaid of its intention to terminate the contract within 15 days. The fees for the retained services are as follows on a per eligible member basis: MIS - $3.15 Claims - $2.90 Finance - $1.00
Any consulting services beyond the retained services will be charged on an hourly basis as follows: Executives $200 Directors $175 Managers $125 Other Staff $100
MC1 system enhancements or report requests specific to CCP will be proposed as a project fee dependent on the specific request. All other costs will be billed at cost plus 15%. Costs include lease payments on office space, cellular phones and pagers, insurance, telephone related costs, office supplies and other costs paid by MCS related to CCP. Upon CCP securing a CFO and other financial systems, many of these costs can be transitioned to CCP. Consulting and cost bills will be payable 10 days after the invoice date. Late payments will be subject to an 18% per annum interest and penalty provision. 3. Retained Services. MCS will provide the following services. a. MIS: - - - Maintaining the MC1 system and hardware including local and wide-area networks in both Phoenix and St. Louis as currently exist. - - - All data transfers to and from the State of Missouri Managed Care+ program including but not limited to member and provider file transfers. - - - All data transfers to and from the pre-established contractors which include People's Health Center, St. Louis Comprehensive Health Center, Family Care Health Center, DPS, Delta Dental, UBS, VSP, and Nurseline. - - - Excluded are data conversion costs over and above a data cut to the new vender in the format accepted by GTE for the Missouri Medicaid MC+ program. b. Claims Services: - - - Input and processing of clean claims. - - - Encountering all claim data to the State of Missouri. - - - Providing claim payment reports to CCP showing weekly activity. - - - Generating remits and checks which are drawn on the CCP claims account and sending to CCP CEO for review and mailing. c. Finance Functions: - - - Coordinating reinsurance recoveries from State of Missouri. - - - Maintenance of accounts payable system. - - - Maintenance of CCP general ledger. - - - Compilation of monthly financial statements including IBNR calculations. - - - Reporting package to CEO including accrual based balance sheet, profit and loss statement and risk pool statements; profit and loss statement based on actual paid claims data, and lag schedules. - - - Process and issue monthly capitation payments drawn on the CCP claims account to all capitated providers, and provide an exception/error report and detail capitation schedules to the CEO. Any agreement modifying the Administrative Services Agreement will have to be very specific about what is and is not included in the retained functions. MCS suggests that the parties terminate this modified arrangement by August 31, 1996, or sooner if CCP is able to obtain an alternative MIS provider before that time. I believe the foregoing represents a reasonable basis for continuing operation of the plan while a transition of the retained functions is being negotiated. Sincerely, LAIRD, SCHNECK, LINDFORS & SMYTH, P.C. By Stephen G. Smyth Attorney at Law SGS/bd EXHIBIT 10.23(a)(2) GREENSFELDER, HEMKER & GALE, P.C. 2000 EQUTABLE BUILDING ATTORNEYS AT LAW 10 SOUTH BROADWAY ST. LOUIS, MISSOURI 63102-1774 March 6, 1996 TELEFAX Stephen G. Smyth, Esq. Laird, Schneck, Lindfors & Smyth, P.C. Missouri Commons 1440 East Missouri Avenue, Suite 250 Phoenix, Arizona 85014-2405 Dear Steve, At your suggestion, the principals of CCP and MCS have been discussing the proposal outlined in your letter dated March 1, 1996. These discussion have led to an agreement which CCP has requested that I set forth below and to be confirmed by MCS's signature this afternoon. The understanding is as follows: 1. The ASA is amended to reflect the following contract arrangements. 2. MCS shall cease providing all management services, except for MIS and Claims services effective the close of business today. (A) MCS agrees that it is responsible to finalize all claims received up to and including today's date as though it is under the unamended ASA. In other words, there will be no consulting charges for the processing of those claims. (B) All clean claims received from St. Louis Comprehensive Center and People's Health Center by MCS as of this date shall be fully processed by March 15, 1996. By fully processed it is meant that the claims will be paid with a remittance advice. All non-clean claims will be identified prior to March 15, 1996 and that CCP Provider Services will at least be contacted by March 15, 1996 to resolve such non-clean claims. (C) For all claims received hereafter, all clean claims shall be fully processed within thirty calendar days. All non-clean claims shall be returned to CCP Provider Services within thirty days. (D) Upon completion of the tasks specified in paragraph 1(B), CCP shall pay MCS the February, 1996 management fee. The amount of payment will be $279,000, as to which all parities reserve all rights thereto. (E) For all Claims/MIS services from march 1, 1996 forward, CCP shall pay MCS a fee of $6.05 pmpm calculated, billed and paid as follows. On the fourteenth day of the month, or the next business day, MCS shall charge its fee based the prior month's member months. Invoices are deemed received when faxed to Dr. Malone at CCP. Said invoice shall be paid by CCP writing seven days of receipt. If not paid within seven days of receipt, MCS shall be entitled to halt the processing of any claims for CCP. (F) Those MIS/Claims services to be provided are defined at paragraphs 3(a) and 3 (b) of your letter of March 1, 1996 and are fully incorporated herein. 3. CCP shall be responsible effective March 1, 1996, for the office lease, office costs, cellular phones and pagers, insurance, telephone costs and the like. Any prepaid expenses shall be subject of an adjustment payment by CCP to MCS on a pro rata basis. CCP shall pay all St. Louis based MCS employees' salaries from March 1, 1996 to March 6, 1996. 4. All documents for functions other than MIS/Claims shall be turned over to CCP, including any copies thereof. 5. In the event CCP requests services beyond MIS/Claims services, such service will be charged on an hourly basis as follows by MCS: Executives - $200 Directors - $175 Manager - $125 Other Staff - $75
Invoices for consulting services shall be made by MCS on no more often than a two week cycle. An invoice for consulting services must show the date of service, amount of time spent to the tenth of the hour, and a narrative of work performed. CCP shall have ten days upon receipt of an invoice for consulting services. Late payments shall be subject to an 18% per annum interest charge. 6. All St. Louis-based MCS employees shall be transferred to CCP effective the end of business March 6, 1996. MCS agrees to indemnify CCP for any claims by past or present employees based on events prior to transfer. CCP agrees to indemnify MCS for any claim by present or future employees based on the event of transfer and all events subsequent to transfer. 7. The parties agree that these MIS/Claim functions will be terminated by CCP on or before, at CCP's discretion, August 31, 1996. Yours very truly, GREENSFELDER, HEMKER & GALE, P.C. By David M. Harris

Basic Info X:

Name: ADMINISTRATIVE SERVICES AGREEMENT
Type: Administrative Services Agreem
Date: Aug. 29, 1996
Company: LIFEMARK CORP /DE/
State: Delaware

Other info:

Date:

  • 22nd day of May , 1995
  • June 1 , 1995
  • August 1 , 1995
  • April 24 , 1995
  • May 22 , 1995
  • May 18 , 1995
  • 5th day of the month
  • March 15 , 1996
  • February , 1996
  • March 1 , 1996
  • March 6 , 1996
  • August 31 , 1996

Organization:

  • Alliance for Community Health d.b.a
  • State of Missouri Program
  • C. Covered Services
  • the State Medicaid Agency
  • E. Participating Providers
  • Covered Services to Members
  • H. State Medicaid Agency
  • C. Administrative Services
  • General Management Duties
  • Bank Account ; Accounting and Finance Duties
  • Missouri Department of Insurance
  • Third Party Liabilities ; Reinsurance
  • Facilitation of Services
  • Covered Services by Participating Providers
  • Quality Assurance Program
  • Utilization Management Program
  • Board of Directors
  • Professional Liability Insurance
  • Comprehensive Liability Insurance
  • Proof of Insurance
  • Routine Office Supplies
  • Long Distance Calls
  • Covered Services ; e. Legal Services
  • f. Actuarial Services
  • C. Obligations in Event of Termination
  • F. Waiver of Breach
  • Rules of Commercial Arbitration of the American Arbitration Association
  • Esquire Greensfelder , Hemker & Gale
  • Managed Care Solutions
  • St. Louis Comprehensive Health Center
  • Family Care Health Center
  • Administrative Services Agreement
  • Lindfors & Smyth
  • St. Louis Comprehensive Center and People 's Health Center
  • CCP Provider Services
  • St. Louis-based MCS

Location:

  • United States
  • Az
  • South Broadway St. Louis
  • LAIRD
  • SCHNECK
  • Esq
  • Missouri Commons 1440 East Missouri Avenue
  • Phoenix
  • Arizona
  • GREENSFELDER

Money:

  • $ 1,000,000
  • $ 140
  • $ 2.65
  • $ 72,000
  • $ 36,000
  • $ 2.75 $ 2.85 $ 3.00 $ 3.10 40,000
  • $ 2.60 $ 2.70 $ 2.80 $ 2.90 50,000
  • $ 2.50 $ 2.60 $ 2.70 $ 2.80 60,000
  • $ 2.40 $ 2.50 $ 2.60 $ 2.70 70,000
  • $ 2.30 $ 2.40 $ 2.50 $ 2.60 80,000
  • $ 2.15 $ 2.25 $ 2.35 $ 2.45
  • $ 1.95 $ 2.05 $ 2.15 $ 2.25
  • $ 0.60 $ 0.60 $ 0.65 $ 0.70 40,000
  • $ 0.55 $ 0.55 $ 0.55 $ 0.60 50,000
  • $ 0.50 $ 0.50 $ 0.55 $ 0.55 60,000
  • $ 0.45 $ 0.45 $ 0.50 $ 0.50 70,000
  • $ 0.40 $ 0.40 $ 0.45 $ 0.45 80,000
  • $ 0.30 $ 0.35 $ 0.40 $ 0.40
  • $ 0.25 $ 0.25 $ 0.30 $ 0.30
  • $ 3.15
  • $ 1.00
  • $ 200 Directors $ 175 Managers $ 125
  • $ 100
  • $ 279,000
  • $ 6.05
  • $ 75

Person:

  • Betty Jean Kerr
  • James A. Burns
  • 2510 W. Dunlap Ave
  • GREENSFELDER
  • Stephen G. Smyth
  • Schneck
  • Dear Steve
  • Malone
  • David M. Harris

Time:

  • this afternoon

Percent:

  • 8.8 %
  • 12.0 %
  • 11.0 %
  • 10.0 %
  • 11.3 %
  • 10 %
  • 15 %
  • 18 %