Exhibit 10.17

TABLE OF CONTENTS

SECTIONS				Page
Section 1:		Definitions			6
Section 2:		Eligibility, Enrollment & Disenrollment, Conversion			21
Section 3:		Benefit & Services; Fraud & Abuse; Grievance System			37
Section 4:		TPA Contracts with HCOs and Participating Providers; Quality of Health and Performance Program			72
Section 5:		Fees and Payment Structure; Payment Guarantees and Obligations; Third Party Liability for Payments			101
Section 6:		Records, Information Systems & Liaisons			115
Section 7:		Financial & Actuarial Requirements; Insurance; Payment & Performance Bond; Certifications			133
Section 8:		General Contract Clauses			140
		Entire Agreement			154
Appendix		A Mental Health Integration Model 2008-2009
Appendix		B Asthma Pilot Program Guidelines
Appendix		C Government Health Insurance Coverage
Appendix		D Protocol for Payment of Claims
Appendix		E Guide for Special Coverage Procedures

2008-000053

AGREEMENT BETWEEN
THE PUERTO RICO HEALTH INSURANCE ADMINISTRTION
AND
TRIPLE S, INC

THE PUERTO RICO HEALTH INSURANCE ADMINISTRATION , a public instrumentality of the Commonwealth of Puerto Rico, organized under Law No. 72 of September 7, 1993, as amended, represented by its Executive Director, Minerva Rivera González (hereinafter referred to as the “ADMINISTRATION / ASES” );

AND

TRIPLE, INC., an Insurance Company duly organized and authorized to do business under the laws of the Commonwealth of Puerto Rico, with Employer Social Security Number 660-55-5677 , (hereinafter referred to as “TRIPLE S / TPA ”), and represented by its Chief Executive Officer, Ms. Socorro Rivas, whom TRIPLE S has duly authorized to appear and execute this AGREEMENT to bind TRIPLE S to all terms and conditions set forth herein;

WITNESSETH:

WHEREAS: Pursuant to Law No. 72 of September 7, 1993 of the Laws of the Commonwealth of Puerto Rico, the ADMINISTRATION has been empowered to seek, negotiate and enter into contracts to provide health insurance to enrollees of the Health Insurance Plan of the Commonwealth of Puerto Rico (hereinafter Government Health Insurance Plan, “GHIP” or “the Plan”) residing in Puerto Rico, in accordance with the applicable provision of the Code of Federal Regulations to ensure the approval of the Centers for Medicare and Medicaid Services (hereinafter “CMS”) as well as the continued availability of federal and Commonwealth funds for the Plan;

WHEREAS: The Board of Directors of the Puerto Rico Health Insurance Administration, upon completion of an RFP process, selects Humana Health Plans of Puerto Rico, Inc. to act as Third Party Administrator (TPA) in the Metro-North Region of Puerto Rico, which includes the municipalities of Bayamón, Cataño Comerío Corozal, Dorado, Guaynabo, Naranjito, Toa Alta, Toa Baja and Vega Alta. After the second year period, the Administration terminates Humana contract and entered into an agreement with TRIPLE S for the continuation of the Integrated Model. This Model of Services will be accomplished through payment by the ADMINISTRATION to the TPA of an administrative fee and capitation payments by the TPA, on behalf of THE ADMINISTRATION, to the HCOs to cover the benefits extended pursuant to the GHIP for the aforementioned region;

WHEREAS: The parties hereto jointly shall continue the development and implementation in the Metro-North Region the Integrated Regional Service Model characterized by:

	a.		A Network of Services model that integrates Academic Medical Centers and State and Municipal Health Care Facilities and Services, which will be considered as first choice for enrollee referrals, except in emergency cases or when said facilities are operating at full capacity; shall be clearly incorporated in HCOs’ contracts.
	b.		Different models of risk distribution arrangements in accordance with HCOs’ capacity to negotiate and contract with health care providers, ancillary services and solvency to assume risks. HCOs will be permitted to have their own, closed provider networks with mental and physical health providers; either risk sharing or not.
	c.		Primary care provided through the HCOs, physician groups, allied healthcare professionals and other primary care providers, as established in State and Federal regulations.

	d.		Strict measures of utilization control without compromising access and quality of care, which shall meet applicable guidelines and criteria approved by the Administration.
	e.		Support the Commonwealth Department of Health and ASSMCA in prevention, promotion and health education efforts that focus, at a minimum, on lifestyles, HIV/AIDS, drug and substance abuse and maternal and child health.
	f.		The integration of physical and mental healthcare services to be provided in the Health Region during the Contract term. See Appendix A
	g.		Develop a Therapy Management Pilot Program with Asthma patients following guidelines set forth in Appendix B.

WHEREAS: TRIPLE S, as the contracted TPA for the Metro-North Region, must comply with the following objectives:

	a.		Establish a provider network that guarantees GHIP beneficiaries access to physical and mental health care services. This network must include Academic Medical Centers, State and Municipal health facilities, which must be considered as first choice for the delivery of health care services.
	b.		Assure and implement a service model that provides eligible beneficiaries access to preventive, high quality, early diagnosis, curative and rehabilitative health care.
	c.		Assure beneficiaries selection of HCOs and primary care physicians (PCP) within a Managed Care Model.
	d.		Provide GHIP beneficiaries emergency room service under a 24-hour basis, 7 day delivery model in each of the municipalities throughout Puerto Rico, free of municipality residency restrictions.
	e.		The TPA must have a mechanism in place to determine a course of treatment for enrollees or obtain regular care monitoring under Special Health Care, in order to allow direct access to a specialist as appropriate for their conditions and needs.
	f.		The TPA must contract providers for Specialty Services as detailed in GHIP Special Coverage (Home Infusion Pharmacy and Specialty Pharmacy) to be given to their patients (as the first line of services.)
	g.		Assure the implementation of different health insurance coverages for all categories of eligible beneficiaries, including public employees and retirees of the Commonwealth of Puerto Rico.
	h.		The integrated physical and mental approach is intended to eventually provide healthcare services in a unified primary care program. TPA must continue the implementation of this initiative by providing mental health

			services in collaboration with the behavioral service provider at the beginning date of the awarded contract.
	i.		Guarantee timely and efficient payments to health care providers, assuring compliance with the state and federal regulations.
	j.		Establish an efficient enrollee orientation, customer service and outreach process to protect enrollee and provider rights.
	k.		Establish an efficient information system that allows the storage of enrollee encounters, claims processing and rapid transmission of all the information required by THE ADMINISTRATION.
	l.		Provide an efficient grievance and appeals process in compliance with state and federal laws and regulations.
	m.		Assure that contracted entities guarantee 100% of the coverage required by the State Plan (42 CFR §1396 (a) and Law 72 of September 3, 1993, as amended; Government Health Insurance Plan Coverage; included as Appendix C.

NOW, THEREFORE , in consideration of the mutual promises and covenants set forth herein, the parties enter this AGREEMENT subject to the following:

TERMS AND CONDITIONS
Section 1: Definitions

ACCESS : Adequate availability of all necessary health care services included in the plan being contracted to fulfill the needs of the beneficiaries of the program.

ACTION : Shall mean (1) the denial or limited authorization of a requested service, including the type or level of service; (2) the reduction, suspension, or termination of a previously authorized service; (3) the denial, in whole or in part, of payment for a service; (4) the failure to provide services within the time frames established by this Contract or ADMINISTRATION’s directives. The parties agree that this definition is

triggered whenever any of those actions actually limited in whole, or in part, the access to medical services or the level of services received by an enrollee; and enrollee itself is required to make payment for a medical service.

ADMINISTRATION : Puerto Rico Health Insurance ADMINISTRATION.

ADMINISTRATIVE FEE : The monthly amount that THE ADMINISTRATION will pay to the MCO on per member per month (PMPM) basis, as a result of having assumed the administration for providing the benefits to the GHIP beneficiaries.

ADVANCE DIRECTIVES : Shall mean a written instruction, such as a living will or durable power of attorney for health care, recognized under Law No. 160 of November 17, 2001 of the Commonwealth of Puerto Rico, relating to the provision of health care when the individual is under a persistent, vegetative state as defined in Law No. 160 of November 17, 2001; or is affected by a terminal and irreversible health condition which has been medically diagnosed, and according to illustrated medical judgment, will result in the patient’s death within a term not longer than six (6) months.

AGREEMENT TERM : The term of effectiveness of the agreement; it is also referred in this document as “contract term”.

ANCILLARY SERVICES (Ancillary Charges): Supplemental services, including laboratory, radiology, physical therapy, and inhalation therapy, which are provided in conjunction with medical or hospital care.

APPEAL : Shall mean the request for a review of an action.

ASES : Spanish Acronym for Puerto Rico Health Insurance Administration.

ASSMCA - Mental Health and Substance Abuse ADMINISTRATION : Spanish acronym for the Puerto Rico Mental Health and Substance Abuse ADMINISTRATION, the state

agency that has been delegated the responsibility for the planning, establishment of mental and substance abuse policies and procedures, the coordination, development and monitoring of all mental health and substance abuse services rendered to beneficiaries under the Puerto Rico Health Insurance Program.

AWP : Average Wholesale Price. The standardized cost of a drug, which managed care plans frequently use for determining drug benefits.

BENEFICIARY : An individual certified as eligible to receive Medicaid, or a person eligible under other categories of eligibility pursuant to Law No. 72, to receive the GHIP benefits, and enrolled by the THE ADMINISTRATION contracted MCO. A beneficiary is also known as “GHIP enrollee”.

BUSINESS TRANSACTIONS : Shall mean any sales, exchange or lease of any property between the HCO, as applicable, or TPA, and a party in interest; any lending of money or other extension of credit, any furnishing for consideration of goods, services (including, but not limited to, management services between the HCO and TPA as applicable, and a party of interest.

CAPITATION : A method of risk sharing reimbursement, whereby an HCO receives fixed payments on a per member per month basis (pmpm) for the contracted benefits provided to the beneficiaries under the GHIP.

CMS : Acronym for the Centers for Medicare and Medicaid Services.

CO-INSURANCE : Percentage based participation of the enrollee on each loss or portion of the cost of receiving a service.

COLD CALL MARKETING : Means any unsolicited personal contact by the MCO and HCO, PIHP, PAHP, or PCCM with a potential enrollee for the purpose of marketing .

COMMONWEALTH : Shall mean the Commonwealth of Puerto Rico.

COMPREHENSIVE RISK CONTRACT : A risk contract covers comprehensive services, that is, inpatient hospital services and any of the following services, or any three or more of the following services: 1)Outpatient hospital services; 2) Rural health clinic services; 3) FQHC services; 4) Other laboratory and X-ray services; 5) Nursing facility (NF) services; 6) Early and periodic screening, diagnosis, and treatment (EPSDT) services; 7) Family planning services; 8) Physician services; 9) Home health services.

CONTINUOUS CARE MANAGEMENT PROGRAM : Shall mean the protocols that the TPA must develop and implement based on the goals and targets of the ADMINISTRATION for the diseases and conditions specified in Section (A) (3)(l)(1-6) of the Benefits of Coverage.

CONTRACT : The present contractual relationship between the ADMINISTRATION and the TPA, and to which, 1) Law 72 of September 7, 1993, 2) the Request for Proposal, 3) the TPA’s Proposal documents.

CO-PAYMENT/COPAY : A cost-sharing technique whereby an enrollee pays a specified amount of money directly to a provider at the time services is rendered. Usually is a fixed amount. Any cost-sharing charges the MCO imposes on Medicaid enrollees pursuant herein shall be in accordance with the requirements set forth in 42 CFR 447.50 through 447.60 for cost-sharing charges imposed by the Commonwealth of Puerto Rico.

DAY(S) : Unless otherwise specified days will be calendar days.

DEDUCTIBLE : A fixed amount that the beneficiary has to pay to the provider as part of the cost of receiving a health care service, as provided in Addendum I of this contract.

ELECTIVE SURGERY : A surgical procedure that, even though medically necessary and prescribed by a physician, does not need to be performed immediately because no imminent risk to life, permanent damage of a vital organ or permanent impairment is present, and which therefore can be scheduled.

EMERGENCY MEDICAL CONDITION : (Prudent Layperson Standard) a medical condition presenting symptoms of sufficient severity that a person with average knowledge of health and medicine would reasonably expect the absence of immediate medical attention to result in (i) placing their health or the health of an unborn child in immediate jeopardy, (ii) serious impairment of bodily functions, or (iii) serious dysfunction of any bodily organ or part.

EMERGENCY SERVICES : Medical services given for a serious medical condition resulting from injury, sickness or mental illness that arises suddenly and requires immediate care and treatment to evaluate and stabilize to avoid jeopardy to the life or health of an individual.

ENCOUNTER : A contact (face to face meeting) between a patient and health professional for evaluation or treatment.

ENROLLEE : Any person that, under federal and state Law, Rules and Regulations, as amended, that has been deemed eligible to receive medical services and has completed the GHIP enrollment/subscription process. The enrollee is known as “GHIP beneficiary”.

EARLY AND PERIODIC SCREENING, DIAGNOSTIC, AND TREATMENT (EPSDT): — Medicaid’s comprehensive and preventive child health program for individuals under the age of 21. Periodicity schedules for Periodic Screening, Vision, and Hearing must be provided at intervals that meet reasonable standards of medical practice. Dental services must be provided at intervals that meet reasonable standards of dental practices. Screening Services must include all of the following services:

	•		Comprehensive health and developmental history-(including assessment both, physical and mental health development)
	•		Comprehensive unclothed physical exam
	•		Appropriate immunizations
	•		Laboratory tests
	•		Health Education
	•		Vision Services
	•		Dental Services
	•		Hearing Services
	•		Other Necessary Health Care

EXTERNAL QUALITY REVIEW ORGANIZATION (EQRO ) : Means an organization that meets the competence and independence requirements set forth in 42 CFR §438.354 and performs external quality review through the analysis and evaluation of aggregated information on quality, timeliness, and access to the health care services that an MCO or PIHP, or their contractors furnish to Medicaid recipients.

GHIP : Acronym for Government Health Insurance Plan.

GRIEVANCE : Shall mean the expression of dissatisfaction about any matter, other than an action, as such term is defined in this section. Possible subject for grievances include, but are not limited to, the quality of care or services provided, and aspects of interpersonal relationships such as rudeness of a provider or employee, or failure to respect enrollee’s rights.

HEALTH CARE ORGANIZATION / HCO : A health care entity supported by a network of providers and which is based on a managed care system and accessed through a primary care physician (PCP).

HEALTH CARE PROFESSIONAL : Shall mean a licensed physician or any of the following licensed professionals; a podiatrist, optometrist, psychologist, psychiatrist,

dentist, physical or occupational therapist, therapist assistant, speech language pathologist, audiologist, registered or practical nurse (including nurse practitioner, clinical nurse specialist, and certified registered nurse), certified social worker, registered respiratory therapist and respiratory therapy technician.

HOME INFUSION PHARMACY : Pharmacy based, decentralized patient care organization with expertise in USP 797 compliant sterile drug compounding that provides care to patients with acute or chronic conditions generally pertaining to parenteral administration of drugs, biologics and nutritional formulae administered through catheters and/or needless in home and alternate sites. Extensive professional pharmacy services, care coordination, infusion nursing services, supplies and equipment are provided to optimize efficacy and compliance.

HIPAA: The Health Insurance Portability and Accountability Act of 1996 is a federal legislation (Public law 104-191) approved by Congress in August 21,1996 regulating the continuity and portability of health plans, mandating the adoption and implementation of administrative simplification standards to prevent, fraud, abuse, improve health plan overall operations and guarantee the privacy and confidentiality of individually identifiable health information.

INDIVIDUAL PRACTICE ASSOCIATION (IPA) : A managed care delivery model in which the ADMINISTRATION contracts with a physician organization which, in turn, contracts with individual physicians. The IPA physicians practice in their own offices and continue to see their fee-for-service patients. This type of system combines prepayment with the traditional means of delivering health care, a physician office/private practice. For the purpose of this contract, an IPA will be considered a Health Care Organization (HCO).

HCO : A health care entity supported by a network of providers and which is based on a manage care system and accessed through a primary care physician ( PCP).

LAW NO. 72 : Shall mean the organic law which created the Puerto Rico Health Insurance ADMINISTRATION, approved on September 7, 1993, as amended.

MARKETING: Means any communication, from an MCO, PIHP, PAHP or PCCM to a Medicaid recipient who is not enrolled in that entity, that can reasonably be interpreted as intended to influence the recipient to enroll in that particular MCO’s, PIHP’s, PAHP’s, or PCCM’s Medicaid product, or either to not enroll in, or to disenroll from, another MCO’s, PIHP’s, PAHP’s, or PCCM’s Medicaid product.

MARKETING MATERIALS : Means materials that are produced in any medium, by or on behalf of an MCO, PIHP, PAHP, or PCCM and can reasonably be interpreted as intended to be marketed to potential enrollees.

MANAGED BEHAVIORAL HEALTH ORGANIZATION (MBHO) : Entity constituted by Mental Health Participating Providers, organized with the purpose of negotiating contracts to provide mental health and substance abuse services.

MANAGED CARE ORGANIZATION : An entity that has, or is seeking to qualify for a comprehensive risk contract, and that is — 1) A Federally qualified HMO that meets the advance directives requirements of subpart I of part 489; or — 2) Any public or private entity that meets the advance directives requirements and is determined to also meet the following conditions: (i) Provides the services to its Medicaid enrollees as accessible (in terms of timeliness, amount, duration, and scope) as those services that are provided to other Medicaid recipients within the area served by the entity; and (ii) Meets the solvency standards of 42 CFR438.116.

MEDICALLY NECESSARY SERVICES : Shall mean services or supplies provided by an institution, physician, or other providers in order to identify or treat an enrollee’s illness, disease, or injury and which are:

	•		Consistent with the symptoms or diagnosis and treatment of the enrollee’s illness, disease, or injury; and, Appropriate with regard to standards of good medical practice; and
	•		Not solely for the convenience of an enrollee, physician, institution or other provider; and,
	•		Is the most appropriate level of service which can safely be provided to an enrollee. When applied to the care of an inpatient, it further means that services for the enrollee’s medical symptoms or condition require that the services cannot be safely provided to the enrollee as an outpatient; and
	•		Are appropriate for achieving age-appropriate growth and development, or, when applied to enrollees under 21 years of age, services shall be provided in accordance with EPSDT requirements including federal regulations as described in 42 CFR Part 441, Subpart B, and the Omnibus Budget Reconciliation Act of 1989; and,
	•		Proper for the prevention, diagnosis and treatment of health impairments; and an Adequate for attaining, maintaining or regaining functional capacity.
	•		An MCO, PIHP, or PAHP that would otherwise be required to provide, reimburse for, or provide coverage of, a counseling or referral service is not required to do so if the MCO, PIHP, or PAHP objects to the service on moral or religious grounds, consistent with 42 CFR 438. 102(a)(2) . If the MCO, PIHP, or PAHP elects not to provide, reimburse for, or provide coverage of, a counseling or referral service because of an objection on moral or religious grounds, it shall, consistent with 42 CFR 438. 102(b)(1) , furnish information about the services it does not cover as follows: (1) to the Commonwealth of Puerto Rico via the ADMINISTRATION; (2) with its application for a Medicaid contract; whenever it adopts the policy during the term of the contract; and (3)(i) it must be consistent

with the provisions of 42 CFR 438.10, (ii) it must be provided to potential enrollees before and during enrollment and (iii) it must be provided to enrollees within 90 days after adopting the policy with respect to any particular service.

MEDICARE : Federal health insurance program for people 65 or older, people of any age with permanent kidney failure, and certain disabled people according to Title XVIII of the Social Security Act. Medicare has two parts: Part A and Part B. Part A is the hospital insurance that includes inpatient hospital care and certain follow up care. Part B is medical insurance that includes doctor services and many other medical services and items. A Medicare recipient is a person who has either Part A or Part A and B insurance.

MEDICARE ADVANTAGE (Formerly known as Medicare + Choice) : A type of contract under which a payment is received from CMS for each member, based on demographic characteristics and health status (also referred to as Risk). In a Risk or M+C contract, the MCO accepts the risk if the payment does not cover the cost of services (but keeps the differences if the payment is greater than the cost of services). Risk is managed by having a membership where the high cost for very sick members can be balanced by the lower cost for a larger number of relatively healthy members.

MEDICARE BENEFICIARY : Any person aged 65 and older and certain disabled people less than 65 years old, recipients of Medicare Part A or Medicare Part A and B.

MEDICARE PLATINO : A Medicare Advantage wraparound program provided by THE ADMINISTRATION as an alternative to the GHIP beneficiaries that have Medicare Part A and B.

MENTAL HEALTH CARVE-OUT : Specified psychiatric, behavioral, and substance abuse services covered under the Puerto Rico Health Insurance Plan provided through a contract with a separate entity.

MENTAL HEALTH FACILITIES : Any premises (a) owned, leased, used or operated or indirectly by or for the Managed Behavioral Health Organization (MBHO) or its affiliates for purposes related to this Agreement; or (b) maintained by a subcontractor or provider to provide mental health services on behalf of the Managed Behavioral Health Organization.

METRO-NORTH REGION : The geographical Area/Region as defined by the ADMINISTRATION .

NON-PARTICIPATING PROVIDER : All health care service providers that do not have a contract in effect with the ADMINISTRATION or TPA.

PARTY OF INTEREST : Shall mean (1) Any director, officer, partner, agent or employee of TRIPLE S or HCO responsible for managing, administering or otherwise represent TRIPLE S or HCO; any person who is or indirectly the beneficial owner of more than 5% of the equity of TRIPLE S or HCO’s assets; any person who is beneficial owner of a mortgage, deed of trust, note, or other secured interest, and valuing more than 5% of the TRIPLE S of HCO’s assets; or in the case of an HCO organized as a non-profit corporation, an incorporator or member of such corporation under Commonwealth of Puerto Rico law; (2) Any organization, in which a person described in subpart one (1) of this definition is a director, officer or partner; has a direct or indirect beneficial interest of more than 5% of the equity of TRIPLE S or HCO’s assets; or has a mortgage, deed of trust, note, or other interest valuing more than 5% of the assets of TRIPLE S or HCO; (3) Any person or indirectly controlling, controlled by, or under common control with the TRIPLE S or HCO; or (4) Any spouse, child, or parent of an individual described under the above sections 1, 2 and 3.

PARTICIPATING PHYSICIAN : A doctor of medicine that is legally authorized to practice medicine and surgery within the Commonwealth of Puerto Rico and has in effect a contract with the ADMINISTRATION or TPA.

PARTICIPATING PROVIDER : All health care service providers that have a contract in effect with the ADMINISTRATION or TPA.

PERSON WITH AN OWNERSHIP OR CONTROL INTEREST : Shall mean a party of interest, as defined herein.

PHARMACY BENEFITS MANAGER (PBM ) : Acronym for Pharmacy Benefits Manager. A management company that offers an array of pharmacy benefits services, including claims processing, formulary management, drug utilization review, and pharmacy network management among others.

PHARMACY PROGRAM ADMINISTRATOR (PPA) : An entity responsible for implementing and offering support to THE ADMINISTRATION and the contracted PBM’s in the negotiation of rebates, management of the rebates program, development of MAC list, the administration of PBFC and any other financial aspects of the Pharmacy Benefits Financial Committee.

PHYSICIAN-HOSPITAL ORGANIZATION (PHO ): Shall mean a domestic corporation duly organized and in good standing under the laws of the Commonwealth of Puerto Rico, which meets the definition of a managed care organization (MCO); is authorized under Law No. 72 to enter into contracts with the ADMINISTRATION; has a comprehensive, risk-contract for the purpose of providing health care services, making the services it provides as accessible (in terms of timeliness, amount, duration and scope) as those services for other non-Medicaid recipients within the Metro-North Region served by the entity.

POTENTIAL ENROLLEE : A Medicaid eligible, or a person eligible under other category of eligibility pursuant to Law No. 72 to receive the health insurance benefits provided herein, whose eligibility has been certified by the Medicaid Office of the Commonwealth’s Department of Health, but has not yet enrolled with TRIPLE S, PHO

or MBHO. It is understood that a potential enrollee, which is the same as a potential beneficiary, becomes so as of the date specified in the ADMINISTRATION’s notification to TRIPLE S.

POSTSTABILIZATION CARE SERVICES : Shall mean covered services related to an emergency medical condition, provided after an enrollee is stabilized in order to maintain a stabilized condition; or under the circumstances described in Section 3.4 of this Contract, to improve or resolve the enrollee’s condition.

PRE-AUTHORIZATION : A written or electronic authorization issued by the MCO granting an enrollee authorization to receive a service under the Special Coverage of the GHIP. The preauthorization binds the MCO to pay the service thus authorized.

PRICO : Acronym for the Puerto Rico Insurance Commissioner’s Office, the state agency responsible for regulating, monitoring, and licensing insurance business in Puerto Rico.

PRIMARY CARE PHYSICIAN (PCP ) : A doctor of medicine legally authorized to practice medicine and surgery within the Commonwealth of Puerto Rico, who initially evaluates and provides treatment to beneficiaries. He/she is responsible for determining the services required by the beneficiaries, provides continuity of care, and refers the beneficiaries to specialized services if deemed medically necessary. Primary physicians will be considered those professionals accepted as such in the local and federal jurisdictions. The following are considered primary care physicians: Pediatricians, Obstetrician/Gynecologist, Family Physicians, Internists and General Practitioners. Each female enrollee with a pregnancy factor has to select an obstetrician-gynecologist as her primary care physician. Once the pregnant woman completes her maternity care period, she will be allowed to continue with her primary care physician.

QUALITY IMPROVEMENT (QI) : The ongoing process of responding to data gathered through quality monitoring efforts, in such a way as to improve the quality of health care delivered to individuals. This process necessarily involves follow-up studies of the measures taken to effect change in order to demonstrate that the desired change has occurred.

REINSURANCE/STOP LOSS : A means by which one party protect itself against the risk of losses by paying a premium to the reinsurer. A fixed pmpm or fixed dollar amount (also known as the attachment point) is agreed between two parties as the maximum liability to be incurred by one party; the other party (reinsurer) agrees to assume responsibility for costs in excess of the agreed attachment point. For purposes of this contract, this concept will apply to:

     1. $10,000 stop-loss to be provided by the ADMINISTRATION to the HCOs.

     2. Reinsurance to be provided by the TPA to the ADMINISTRATION

RESERVES : Monetary sums set aside by an insurance company as a liability to fulfill future obligations.

RISK CONTRACT: A contract under which the contractor: 1) assume risk for the cost of the services covered under the contract; and 2) incurs loss if the cost of furnishing the service exceeds the payments under the contract.

SERVICE AUTHORIZATION REQUEST : Shall mean the enrollee’s request for the provision of service.

SERVICE FEE : The monthly amount that the ADMINISTRATION agrees to pay to the TPA as a result of having assumed the operational functions for providing the benefits to the beneficiaries covered. Method of payment is referred to hereunder as per member per month (PMPM).

SECOND MEDICAL OPINION : A consultation with a peer requested by the enrollee, the HCO, a Participating Physician or the TPA to assess the appropriateness of a previous recommendation for surgery or medical treatment.

SECONDARY or SPECIALTY PHYSICIAN : A physician who provides professional services to a patient based on a referral from a Primary Care Provider (PCP), such a dermatologist, urologist or cardiologist, and so on. A referral from the Gatekeeper (PCP) is always required.

SPECIALTY PHARMACY: A pharmacy that dispenses generally low volume and high cost medications to patients who are undergoing intensive therapies for illnesses that are generally chronic, complex and potentially life threatening. Often these therapies require specialized delivery and administration. Require patient counseling/ support/compliance management.

SUPPORT PARTICIPATING PROVIDERS : Other health care service providers, not considered secondary or specialty physicians, who are needed to complement and provide support services to the Primary Care Physicians and who have a contract with the TPA to provide said services . A referral from the Gatekeeper is necessary. The following will be considered support participating providers, among others: Pharmacies, Hospitals, Health Related Professionals, Clinical Laboratories, Radiological Facilities, Podiatrists, Optometrists, and all those participating providers that may be needed to provide services under the basic and special coverage considering the specific health problems of the Area/Region.

SUPPORT PARTICIPATING PHYSICIANS : Doctors of Medicine legally authorized to practice medicine and surgery within Puerto Rico who are needed to complement and Provide support service to the Primary Care Physicians and who have a contract with the TPA to provide said services. A referral from the PCP is necessary.

THIRD PARTY ADMINISTRATOR (TPA ) : MCO contracted for the provision of administrative, infrastructure support services related to utilization management, claims processing and provider’s network.

URGENT CARE CENTERS : A facility which provides care for injury, illness or another type of condition not usually life threatening, which should be treated within 24 hours. Such facilities normally provide after hours care.

UTILIZATION MANAGEMENT (UM) : The process of evaluating necessity, appropriateness and efficiency of healthcare services through the revision of information about hospital, service or procedure from patients and/or providers to determine whether it meets established guidelines and criteria approved by the ADMINISTRATION, the HCO and TPA as applicable.

enrollees, on a daily basis and in the order in which they apply without restriction. TPA shall maintain sufficient facilities within the Metro-North Region. The enrollee shall be responsible for visiting the designated facility in order to complete all requirements towards enrollment. TPA shall be responsible for issuing the official health insurance plan identification card(s) on the same day that the potential enrollee completes the enrollment requirements.

2.2. SUBSCRIPTION PROCESS AND IDENTIFICATION CARDS

2.2.1.		The TPA agrees to comply and implement in full all instructions and guidelines contained in the ADMINISTRATION’s Instructions to TPAs for Implementation of Orientation and Subscription Process. The ADMINISTRATION reserves the right to modify this process.
2.2.2.		The TPA, at its sole cost, shall issue to each enrollee a card of durable plastic material that provides proper identification to access the benefits covered under this Contract.
2.2.3.		The card’s contents, design and layout shall have prior approval of the ADMINISTRATION.
2.2.4.		The TPA shall be responsible to assure delivery of the cards at a location accessible to the beneficiaries in each municipality.
2.2.5.		The TPA shall deliver the card on the same day that the enrollee completes the enrollment process.
2.2.6.		The identification cards shall contain the following information:

          a. Name of Enrollee

          b. MCO Group Number

          c. Enrollee Contract Number

          d. Master Patient Index (MPI-to be provided by THE ADMINISTRATION)

          e. Relationship of beneficiary with enrollee (if applicable)

          f. Rx BIN and Rx PCN (defined by THE ADMINISTRATION’ PBM)

          g. Issue Date

          h. Type of Contract (individual or family)

          i. Coverage effective date

          j. Other Insurance code

          k. Medicare Part A, or, Part A and B, or Part B indicators.

          l. Co-payment

2.2.7.		The TPA will replace lost, stolen or, mutilated cards and will have the right to charge beneficiaries/enrollees five dollars ($5.00) for each card replaced. This charge will not be applicable to Medicaid Beneficiaries, who are categorized within indigence level 0 (0%-50%) and indigence level 1 of the federal poverty level (FPL), as defined in the Puerto Rico State Plan .
2.2.8.		The TPA will replace, free of charge, the identification card whenever a change of HCO is made.
2.2.9.		Identification cards are the property of the TPA and they shall be returned by the enrollee/enrollee upon losing plan eligibility or when a change of HCO is made.
2.2.10.		The TPA shall be responsible for notifying each enrollee that the identification card is for the personal identification of the enrollee to whom it has been issued, and that lending, transferring or in any other way consenting to the use of the card by any other person constitutes fraud.

2.3 ENROLLMENT

			referrals and/or prior authorization, a written description of how and where GHIP services may be obtained. A description of after hours and emergency services coverage including (1): what constitutes an emergency medical condition, emergency services and post stabilization care services with reference to definitions on 42 CFR 438.114( a); (2) the fact that prior authorization is not required for emergency service; (3) the process for obtaining emergency services, including use of the 911- telephone system; (4) locations of emergency settings at which providers and hospitals furnish emergency care and post- stabilization services; and (5) that enrollees have a right to use any hospital or setting for emergency care and post- stabilization services rules as set forth at 42 CFR 422.113(c) and subject to applicable Contract limitations.
	b)		Benefit’s exclusions and limitations . For benefits that enrollees are entitled to, but are not available through the HCO, a written description on how and where to obtain benefits and a description of procedures for requesting disenrollments/changes.
	c)		Enrollee’s rights and responsibilities , in accordance with specific rights and requirements set forth in 42 CFR 438.100 of the Medicaid Regulations; the Puerto Rico Patient Bill of Rights, Law 194 of August 25, 2000; the Puerto Rico Mental Health Code, Law No.408 of October 2, 2000, as amended; and Law No. 11 of April 11, 2001, which creates the Office of the Patients’ Solicitor General.
	d)		Instructions on how to access benefits , including a list of (1) available HCOs and its participating providers, PCPs or Specialists (their telephone numbers, address and qualifications) and identification of the providers that are not accepting new patients; (2) providers from which to obtain benefits under the Special Coverage. Said list can be provided in a separate booklet that shall be updated as appropriate. e) Explanations and information regarding the grievance, appeal and fair hearing procedures and timeframes as provided in 42 CFR 438.400 through 438.424.

	f)		In the event a Physician Incentive Plan affects the use of referral services and/or places physicians at substantial risk, the TPA/HCO shall provide the following information upon enrollee’s requests: the type of incentive arrangements, whether stop-loss insurance is provided and the survey results of any enrollee or disenrollment surveys that are required to be conducted by the HCO/TPA.
	g)		Explanations of instances in which a enrollee’s disenrollment may be requested without his/her consent by a provider or TPA/HCO and information on the enrollee’s right to request disenrollment when the ADMINISTRATION interposes intermediate sanctions specified in 42 CFR 438.702(a)(3).
	h)		Explanations of the right of beneficiaries to transfer from HCO at any time for cause and to transfer or change within the first ninety (90) days of enrollment or receipt of the notice of enrollment, whichever date is latest, and once every (12) months thereafter without cause.
	i)		Advance Directives in accordance with Commonwealth law and 42 CFR 438.6(i).
	j)		A description of further information items available upon request, such as information on the structure and operation of the TPA/HCO.
	k)		Cost Sharing Charges and notice that any cost-sharing charges the MCO imposes on Medicaid enrollees pursuant herein shall be in accordance with the requirements set forth in 42 CFR 447.50 through 447.60 for cost-sharing charges imposed by the Commonwealth of Puerto Rico.

	c)		An explanation of how to access emergency care, family-planning services, and services that do or do not require referrals and authorizations;
	d)		An explanation of any benefits enrollees are entitled to that are not available through the HCO, and how to obtain them;
	e)		Enrollees’ rights and responsibilities;
	f)		Grievance and appeal procedures.

2.4.8.		The TPA/HCO, its agents, contractors or sub-contractors with respect to services set forth hereunder shall not engage in cold-call marketing with the purpose of influencing potential enrollees to enroll with any particular contractor. Also telephone, door-to-door or telemarketing for the same purpose is hereby prohibited.
2.4.9.		Neither the TPA/HCO, its contractors, subcontractors, nor any participating providers may offer a enrollee compensation, rewards, gifts or any other kind of inducement to enroll in their health group. The TPA/HCO, its contractors, subcontractors or providers are prohibited from influencing individual enrollment with the sale of any other insurance.
2.4.10		In the event of a final determination reached by the ADMINISTRATION that the TPA/HCO, its agents, or any of its contractors or subcontractors has/have failed to comply with any of the provisions set forth in this section 2.4, or any of its 10 subparts, the ADMINISTRATION will commence sanctions proceedings as set forth in Section 8.14 herein.
2.5.		DISENROLLMENT
		Coverage of benefits shall end, and service fees shall be paid until the date the enrollee is no longer qualified for benefits under Medicaid or Law No. 72, whichever applies to that enrollee. Disenrollment will be effected exclusively by a

		notification issued by the ADMINISTRATION. In the event of disenrollment on the last day of the month of coverage while the enrollee is under inpatient status at a hospital, and the individual continues such inpatient status during the month following the enrollee’s disenrollment, the ADMINISTRATION will cover the payment of the services for that following month. However, if the enrollee remains hospitalized in subsequent months, the conversion clause of Section 2.7 of this Contract will be triggered automatically.
		The enrollee ceases to be eligible as of the disenrollment date specified in THE ADMINISTRATION’ report to the TPA. If the ADMINISTRATION notifies the TPA that the enrollee ceased to be eligible on or before the last working day of the month in which eligibility ceases, the disenrollment will be effective on the first day of the following month. Disenrollment will be effected exclusively by a notification issued and delivered by the ADMINISTRATION to enrollee. If following disenrollment, an enrollee’s contract is reinstated and the enrollee is re-enrolled on the same month of disenrollment, the contract will be reinstated as of the date of re-enrollment.
		The TPA/HCO has a limited right to request disenrollment of a enrollee from HCO services without the enrollee’s/enrollee’s consent. The ADMINISTRATION must approve any TPA/HCO disenrollment request of a enrollee for cause.
		Disenrollment of a enrollee/enrollee may be permitted under the following circumstances:

	a)		Enrollee misuses or loans his/her membership card to another person to obtain services.
	b)		Enrollee is disruptive, unruly, threatening or uncooperative to the extent that enrollee’s membership seriously impairs TPA’s or provider’s ability to

provide services to enrollees or to obtain new enrollees, and enrollee’s behavior is not caused by a physical or mental health condition.

		The TPA/HCO must undertake reasonable measures to allow a enrollee to improve his/her behavior prior to requesting disenrollment and must notify, in writing, said enrollee of its intent to disenroll. Reasonable measures may include, without limitation, providing education and counseling regarding the offensive acts or behavior.
		TPA/HCO must notify the enrollee in writing of its decision to disenroll after reasonable measures have failed to remedy the problem. Said written notification shall include information pertaining to the availability of the Complaints and Grievances System set forth hereunder and the ADMINISTRATION’s fair hearing process, as provided by Law 72 of September 7, 1993, as amended.

If enrollee seeks redress for a disenrollment determination through the TPA grievance system set forth separately in this Contract, the grievance process must be completed in time to permit the disenrollment (if approved) to be effective in accordance with the timeframe specified above. If as a result of the grievance process the TPA approves disenrollment, the ADMINISTRATION is not required to make such determination.

2.7.		CONVERSION CLAUSE
2.7.1.		DIRECT PAYMENT POLICIES. If during the term of this contract, the coverage for an enrollee terminates because the enrollee ceases to be eligible and is disenrolled, such person has the right to receive a direct payment policy from TPA without submitting evidence of eligibility. The direct payment policy will be issued by the TPA without taking into consideration pre-existing conditions or waiting periods. The written request for a direct payment policy must be made, and the first service fee must be submitted to TPA on or before thirty-one (31) days after the date of disenrollment, bearing in mind that:

	a)		The direct payment policy should be an option of such person, through any of the means which at that date TPA has currently made available according to the age and benefits requested. The enrollee will be subject to the terms and conditions of the direct payment policy.
	b)		The premium for the direct payment policy will be in accordance with the rate then in effect at TPA, applicable to the form and benefits of the direct payment policy, in accordance with the risk category the person falls in at the moment, and the age reached on the effective date of the direct payment policy. The health condition at the moment of conversion will have no bearing on that person’s eligibility nor will it be an acceptable base for the risk classification.

	c)		The direct payment policy should also provide for coverage to any other individuals, if these were considered eligible beneficiaries at the termination date of the health insurance under this contract. At TPA’s discretion, a separate direct payment policy may be issued to cover the other individuals who formerly were eligible beneficiaries.
	d)		The direct payment policy will be effective upon termination of coverage under the health insurance plan.
	e)		TPA will not be obligated to issue a direct payment policy covering a person who has the right to receive similar services provided by any insurance coverage or under the Medicare Program of the Federal Social Security legislation, as subsequently amended, if such benefits, jointly provided under the direct payment policy, result in an excess of coverage (over insurance), according to the standards of the TPA.

2.7.2.		When coverage under this contract terminates due to its expiration, all persons formerly considered eligible beneficiaries, who have been insured for a period of three (3) years prior to the termination date, will be eligible for a TPA direct payment policy, subject to the conditions and limitations stipulated in clause 2.1.
2.7.3.		Subject to the conditions and limitations stipulated in clause 2.7.1, the conversion privilege will be granted:

	a)		to all eligible beneficiaries whose GHIP coverage is terminated due to their easing to be eligible beneficiaries and disenrollment;
	b)		to any eligible enrollee whose GHIP coverage ceases because s/he no longer qualifies as an eligible enrollee, regardless of whether the principal enrollee and/or any other eligible enrollee retains GHIP coverage;

c)

date of amendment of this contract, if said amendment in any way eliminates the beneficiaries’ eligibility.

			not cover the payment of the applicable Part A deductibles and coinsurance, but will cover the payment of the applicable Part B deductible and co-insurance.
	(c)		Access to services contemplated herein will be through a selected HCO. Beneficiaries with Part A may select from other Medicare providers, in which case the benefits under this contract would not be covered.
			The Medicare enrollee may select a Part A provider from the Medicare Part A providers’ list, but shall select an HCO for Part B services (from a GHIP provider).

		oral notification of his/her desire to exercise the right to change from HCO, in a standard form to be provided by TPA, at least 60 days prior to the end of each 12 month enrollment period.
		If the request for a change of HCO is filed with the TPA on or before the fifth day of a month, the change of HCO will become effective on the first day of the following month. If the change is filed after the fifth day of the month, the change of HCO will be effective on the first day of the second succeeding month.

numbers necessary to meet the needs of its enrollees; (ii) preclude TPA/HCO from using different reimbursement amounts for different specialties; (iii) or preclude TPA/HCO from establishing measures that are designed to maintain quality of services and costs control, as long as they are consistent with their responsibilities to enrollees and any applicable guidelines established by the ADMINISTRATION. Consistent with 42 CFR 438. 214(c) , the TPA/HCO provider selection policies and procedures cannot discriminate against particular providers that serve high-risk populations or specialize in conditions that require costly treatment.

In establishing and maintaining an adequate network of providers, TPA/HCO shall consider the following criteria:

	(i)		Network Criteria
	•		The anticipated Medicaid enrollment;

The expected utilization of services considering the specific population characteristics and special health care needs in the Metro-North Region;

	•		Integration of State, Academic Medical Centers, and Municipal Health Care Facilities and services in order that these facilities are considered as a primary choice for referral of the enrollee when the service is required, except in emergency cases or when said facilities are operating at full capacity;
	•		The number and type of providers required to furnish the requested services considering experience, training and specialties;
	•		The number of providers not accepting new patients;
	•		The geographic location of providers and enrollees considering distance, travel time, the means of transportation ordinarily used by enrollees and whether the location provides physical access to enrollees with disabilities or special needs.
	(ii)		Network ratios

The expected ratio of providers to enrollees in the Metro-North Region must be as follows:

	•		One PCP for every 1,700 enrollees (1:1,700);
	•		One type of a particular specialist for every 2,200 enrollees (1:2,200);
	•		One dentist for every 1,350 enrollees (1:1,350); and
	•		taking all physicians in consideration, one physician for every 1,600 enrollees (1:1,600);

The network ratios established herein must be maintained regardless of whether the HCO treats patients other than GHIP beneficiaries. The TPA or HCO, as applicable, shall assure compliance with said physician/enrollee ratio.

(iii)

In-Network Providers

The TPA must have under contract Health Care Organizations (HCO) with primary care physicians (PCPs) to attend to the medical needs of the beneficiaries. The required types of physicians are:

	a)		General Practitioners
	b)		Internists
	c)		Family Physicians
	d)		Pediatricians
	e)		Obstetricians and Gynecologists

The TPA or HCOs, as applicable, must contract providers according with ASES’ policy of having State, Municipal and Academic Healthcare facilities as a primary choice for beneficiaries. The TPA or HCOs, as applicable, must have available and under contract the following types of support participating providers:

	a)		Specialty Services Providers
	b)		Optometrists
	c)		Podiatrists

	d)		Clinical laboratories — (The TPA must assure that all laboratory testing sites providing services under this contract have either a clinical laboratory improvement amendment (CLIA) certificate with the registration and (CLIA) identification number or a waiver certification)
	e)		Radiology facilities
	f)		Allied Healthcare Professionals
	g)		Hospitals
	h)		Mental health service providers and facilities
	i)		All those participating providers that may be needed to provide services under the basic, special and dental coverage considering the specific health problems of the region.

(iv)

Out-of-Network Providers

		If the TPA or HCO is unable to provide necessary medical services to a particular enrollee through its provider network in the Metro-North Region, it will cover these services utilizing out-of-network providers, for as long as necessary. TPA or HCO must assure that out-of-network providers utilized in these circumstances are paid and credentialed at the level required by the TPA. TPA or HCO must assure that any cost to the enrollee is not greater than it would have been if the services were furnished within the network.
		The TPA shall contract for all the necessary health care services and with participating providers, including State and Municipal Health Care Facilities and Services, to assure that all the benefits covered under the Basic, Dental, Mental and Special Coverage of the plan are rendered through participating providers with the timeliness, amount, duration, and scope as those services rendered to non-Medicaid recipients within the Metro North region.

(v).       Physical and Mental Health Integrated Approach

TPA or HCO shall take steps for physical and mental healthcare services to be provided in an integrated primary care program. In this regard, upon the effective date of the Contract, TPA should begin implementing this integrated initiative by providing mental services in collaboration with behavioral service providers. The integrated model must be fully developed and implemented before the end of the 3 year contract period. This Integration policy must first focus on ensuring that clinical integration occurs and then the structures must be designed and financing mechanisms put in place to support it.

	(vi)		Collaborative, integrated approach includes:
	a)		The requirements that mental health agencies furnishing on-site primary care must meet, -related to delivery of care (health assessments, prevention and treatment)-, the development of a unified plan of care, information-sharing and case management services.
	b)		The responsibility of primary care services to individuals with serious mental illnesses must be clearly placed on one entity.
	c)		Initiatives to improve communication and understanding between the physical and mental health care components should be clearly established in the contract with network providers. Use of case managers shall play an important role in linking beneficiaries to all providers. Information-system problems should be addressed by facilitating the adoption of electronic records and developing standard simplified forms for sharing information with primary care providers.
	d)		To facilitate the integration of mental health information beneficiaries should be encouraged to consent to information-sharing, allowing them to participate in decisions about what information will be shared among providers, to facilitate the integration of mental health information.

	e)		Access could be improved if primary care providers receive information on local mental health resources and understand how to access care from the public mental health system and community based organizations.
	f)		Consultations could be readily available to ensure that primary care providers have sufficient behavioral health support. Psychiatric phone consulting lines and mobile mental health teams may be ways to provide backup when prompt responses are needed.
	g)		Funding strategies include the use of performance measures, coupled with incentives, for health plans to ensure greater collaboration with behavioral health providers or carve-out plans. Resources could be provided for extra time to meet the primary care needs of individuals with serious mental disorders and for the time to engage in collaboration across systems.

3.3.14 Timeframes for Access Requirements.

The TPA/HCO must assure that its providers comply with the standards for timely care and services, considering the urgency of required services. TPA/HCO must have a providers network to guarantee enrollees access to routine, urgent, and emergency services; telephone appointments; advice and enrollee service lines. These services must be accessible to enrollees within the following timeframes:

	•		Urgent Care within twenty four (24) hours of request;
	•		Routine care within two (2) weeks of request;
	•		Physical/Wellness Exams for adults shall be provided within 8 to 10 weeks of the request;
	•		Referrals: Whenever medically necessary, enrollees must be referred to a specialist; referral appointments must be delivered or notice thereof provided to enrollees within five (5) days from the date prescribed by provider who issued the referral. The services from said specialist must be delivered within a reasonable period, as medically needed by the enrollee, but never later than thirty (30) days from the date the appointment was made, except in cases where the particular nature of the services rendered by the specialist require additional waiting time because of unavailability of a specialty service. A reasonable period of time may be, for example, the average commercial sector waiting time for such services.
	•		Implement procedures to assure that each enrollee has access to mental health outpatient and inpatient services

responsible for the enrollee adequately coordinates referrals for other health services the enrollee may need, such as mental health services.

		the Medicaid Manage Care Regulation managed care rules and may not limit what constitutes an emergency medical condition based on lists of diagnoses or symptoms, nor refuse to cover emergency services based on the emergency room or hospital that provides the services. The TPA/HCO or fiscal agent must notify the enrollee’s primary care provider of the enrollee’s screening and treatment within 10 calendar days of presentation for emergency services.
		Emergency services shall consist of whatever is necessary to stabilize the patient’s condition, unless the expected medical benefits of a transfer outweigh the risk of not undertaking the transfer, and the transfer conforms to all applicable requirements. Stabilization services shall include all treatment necessary to assure within reasonable medical probability that no material deterioration of the patient’s condition is likely to result from or occur during discharge of the patient or transfer thereof to another facility.
		In the event of a disagreement with the provider concerning whether a patient is stable enough to be discharged or transferred or whether the medical benefits outweigh the risk, the judgment of the attending emergency physician treating the enrollee shall prevail and bind the HCO. Such services shall be provided in such manner as to allow the enrollee to be stable for discharge or transfer, as defined by EMTALA, in order safely to return the enrollee to the corresponding HCO or to an appropriate participating provider for continuation of treatment.

•

FINANCIAL RESPONSIBILITY OF THE TPA OR HCO FOR POST-STABILIZATION CARE SERVICES

Pursuant to 42 CFR 438.114(e) and 42 CFR 422.113(c), after stabilization of an emergency medical condition, the TPA or HCO must ensure that the enrollee can access services necessary to maintain the stabilized condition; or under the circumstances established in (iii) (A)-(C) below, to improve or resolve the enrollee’s condition.

The TPA or HCO shall make the corresponding payment for post-stabilization services as follows:

	(i)		The TPA or HCO (consistent with 42 CFR 422.214) for post-stabilization care services obtained within or outside its network that are pre-approved by the TPA, or other TPA representative;
	(ii)		The TPA or HCO for post-stabilization care services obtained within or outside its network that are not pre-approved by the TPA or other TPA representative, but administered to maintain the enrollee’s stabilized condition within one hour of a request to the TPA or HCO for pre-approval of further post-stabilization care services, or any more stringent timeframe that may be established from time to time by the TPA;
	(iii)		The TPA or HCO is responsible for the payment of post-stabilization care services obtained within or outside its network that were not pre-approved by the TPA or HCO representative, but administered to maintain, improve, or resolve the enrollee’s stabilized condition, if:

	(A)		the TPA or HCO does not respond to a request for pre-approval within one hour, or any other timeframe established by the TPA ; or
	(B)		the TPA or HCO representative cannot be contacted; and
	(C)		the TPA/HCO representative and the treating physician cannot reach an agreement concerning the enrollee’s care and a plan physician is not available for consultation, the treating physician may continue with care of the patient until a plan physician is reached or one of the criteria in 42 CFR 422.113 ( c)(3) is met; and

	(iv)		Must limit charges to enrollees for post-stabilization care services to an amount no greater than what the organization would charge the enrollee if s/he had obtained the services through the TPA or HCO organization.
			The TPA or HCO may conduct post-utilization review of what constitutes an emergency medical condition, as defined herein, in accordance with the Medicaid Managed Care regulations.

PAYMENTS

1.

TPA or HCO, as applicable, shall cover and pay for emergency services provided to beneficiaries regardless of whether the provider or entity furnishing the services has a contract with the plan, or the immediate need of medical care occurs within its network or outside of its network or the Metro-North Region or the HCO’s contracted emergency care facility. The TPA or HCO may not deny payment for medical screening examinations or other medically necessary emergency services under either of the following circumstances:

	a)		When an enrollee had an emergency medical condition, in which the absence of immediate medical attention would not have had the outcomes specified in paragraphs (1), (2), and (3) of the definition of emergency medical condition in Section 3.4.1 of this Contract; or
	b)		When the TPA or an HCO representative or any other provider instructs the enrollee to seek emergency care within or outside its Metro-North Region network. In this case, no prior authorization is needed for the provision of emergency care. The TPA or HCO shall comply with the ADMINISTRATION’S rules and guidelines on emergency services.

3.4.2

Since emergency care is of utmost concern to the ADMINISTRATION, the TPA or HCO must assure that adequate ambulance transportation and emergency

3.5 PHARMACY BENEFITS MANAGEMENT (PBM):

				Services the
		Services PBM and PPA Shall		Administration and
Item		Provide		TPA shall Provide
		§     Generate list of participating pharmacies. §     Coordination of Benefits. §     On-line access to current eligibility and claims history. §     Plan set-up. §     Develop policies and procedures for denials and rejections. §     Process reasonable denials. §     Maintenance of plan. §     Adjudication of electronic claims. The PBM will adjudicate claims submitted by Participating Pharmacies to the PBM based on the participating pharmacy’s agreement with the PBM and including online edits for preauthorization requirements and other edits that may be deemed necessary for accurate claims payment. §     Approval and rejection of claims consistent with plan design and concurrent Drug Utilization Review (DUR). §     Standard electronic eligibility. §     Maintain call center. §     Loading of HCO and TPA providers in network and eligible members. §     Develop remedies for addressing problems with pharmacies. §     Pharmacy audits.		§     Review bi-monthly claim payments summary reports for each payment cycle and approve transfer of funds (TPA). §     Review denials and rejections (TPA). §     Maintain call center — TPA will operate a customer call center to provide for preauthorization of drugs, according to its policies and the approved formulary. §     Electronically submit a list of all TPA providers in network and eligible members to PBM (TPA).
Concurrent Fraud Investigations		§     Develop process for TPA to notify the PBM of fraud and abuse complaints made by their beneficiaries. §     Track and Investigate fraud and abuse allegations.		§     Forward fraud and abuse complaints from members to PBM. (TPA)

				Services the
		Services PBM and PPA Shall		Administration and
Item		Provide		TPA shall Provide
				be duplicated to cross check.
Rebates and Discounts		§     Develop and maintain contracts with drug manufacturers for rebates. §     Utilize the Pharmacy Benefits Financial Committee (PBFC) ,) to maximize rebates.
Optional Services		§     Custom Management Reports. §     Manual Claims Input. §     Special Programming.

e)

All PBM service fees will be paid by the ADMINISTRATION.

3.6 CLAIMS PROCESSING:

With respect to the processing of claims, TPA shall provide the following services:

1.		Take any and all necessary steps to ensure the effective and smooth execution of all claims processing functions.
2.		Process and adjudicate for payment all claims in accordance with the terms of the Self Insured Plan. TPA will be responsible for taking any and all necessary actions to correct any discrepancies, including but not limited to, collection efforts.
3.		Process payment of claims to participating providers every week exclusively from funds provided by the ADMINISTRATION, as the case may be, or within such other time period as may be agreed to by the ADMINISTRATION and TPA, provided, however, that such disbursements shall not exceed the time limitation standards of Law No. 104 of July 19, 2002 (known In Spanish as “Ley de Pronto Pago”). In no event shall TPA be liable to pay claims other than with funds provided by the ADMINISTRATION for that purpose.
4.		Disburse claims payments to participating providers after withholding any corresponding [charges that are the financial responsibility of the participating providers].
5.		Provide the ADMINISTRATION with the adjudicated claims data and reports, in a form mutually agreed to by the parties [from time to time]; and provide participating providers with adjudicated claims data and reports in a form mutually agreed to by the parties from time to time.
6.		TPA will adjudicate claims submitted by participating providers based on the provider’s agreement with the ADMINISTRATION, TPA or any other arrangement agreed to by the parties, including edits for prior authorization and other edits that may be necessary for accurate claims payment.
7.		Funding of Claims . The ADMINISTRATION represents to TPA that, on a weekly basis, the ADMINISTRATION shall transfer to a zero balance bank account to be set

up by the ADMINISTRATION, sufficient funds to cover claims payments due participating Providers required herein to be made by TPA.

3.7 FRAUD AND ABUSE TRACKING:

TPA/HCOs and any other health service providers under contract shall assist the ADMINISTRATION in documenting all cases of GHIP benefit fraud and abuse. TPA shall document and report to the ADMINISTRATION any such cases pursuant to policies and procedures developed jointly by TPA and the ADMINISTRATION. Such information shall be sent in writing to the ADMINISTRATION for review and appropriate action based on the policy and procedure developed in connection herewith.

TPA acknowledges it has the administrative and managerial capability, policies and procedures, and that it has adopted the standards of conduct necessary to comply with State and Federal laws and regulations pertaining to fraud and abuse prevention, as set forth in 42 CFR § 438.608 (a).

3.8 GRIEVANCES, APPEALS & “FAIR HEARINGS”

3.8.1 Grievance System

complaint; corrective action required; date resolved; date and format of notification to the complaining party of disposition of the grievance/appeal.

	•		a denial of an appeal based on lack of medical necessity;
	•		a grievance regarding denial of expedited resolutions of an appeal; or
	•		any grievance or appeal involving clinical issues.

		appropriate level of understanding by enrollees in the Metro-North Region. The TPA/HCO shall also include a written description of such procedures in the enrollee’s handbook. TPA shall maintain at least one local and one toll-free telephone number for filing complaints. In the event that changes are proposed to the existing Grievance Procedure, a copy of the proposed changes shall be made available to the ADMINISTRATION for approval prior to their implementation. TPA acknowledges that the arbitration process contemplated in the Grievance Procedure shall not be applicable to disputes between the ADMINISTRATION and the TPA.
3.8.2.6		The Grievance Procedure shall assure the participation of persons with authority to require corrective action. The TPA/HCO shall designate in writing an officer who shall have primary responsibility for ensuring that complaints are resolved pursuant to this Contract. For such purposes, an officer shall mean a president, vice president, secretary, treasurer, or chairperson of the Board of Directors of the TPA, subsidiary, the sole proprietor, the managing general partner of a partnership, or a person having similar executive authority in the organization so long as such person is appointed by the Executive President.
3.8.2.7		The TPA/HCOs shall have a routine process to detect patterns of complaints and disenrollment, and involve management and supervisory staff in developing policy and procedural improvements to address complaints. The TPA/HCOs shall cooperate with the ADMINISTRATION with complaints relating to enrollment and disenrollment.
		The Grievance Procedures shall comply with the minimum standards and timeframes for prompt resolution of grievances and appeals set forth Section 3 and 4of this Contract;
3.8.3		APPEALS PROCESS.

3.8.3.3

Resolution of the Appeal and Notification Thereof :

The TPA/HCO shall provide written notice of disposition of the appeal, which shall include the date of resolution and the results. All appeals resolutions adverse to the appellant enrollee (or provider) shall include the following:

	•		The right to request further appellate review through the ADMINISTRATION’s “fair hearing” mechanism,
	•		How to request such hearing,
	•		The right to continue to receive benefits while the hearing is pending,
	•		How to request the continuation of benefits, and the enrollee’s liability for the cost of any continued benefits if the TPA/HCO’s action ultimately is upheld

3.8.4		Extension of Deadlines.
		The TPA/HCO may extend the complaint/grievance or appellate review timeframes by up to fourteen (14) calendar days if the enrollee requests the extension; or the HCO or TPA, as applicable, shows that there is need for additional information and that the delay is in best interest of the enrollee.
		For any extension not requested by the enrollee, the TPA/HCO shall give the enrollee written notice of the reason for the delay.
3.8.5		Continuation of benefits :

		there is need for additional information and how the delay is in the enrollee’s interest. For any extension not requested by the enrollee, the TPA/HCO shall give the enrollee written notice of the reason for the delay.
		In addition to a written notice, the TPA/HCO shall also make reasonable efforts to provide oral notice to the parties in interest.
3.8.6.4		Expedited Appeal Process: Punitive action.
		TPA/HCO is prohibited from undertaking any punitive action against a provider who requests an expedited resolution or supports an enrollee’s appeal.
3.8.6.5		Expedited Appeal Process: Action following denial of a request for expedited resolution.
		The following actions should be taken whenever a request for an expedited resolution of an appeal is denied:

	•		Transfer the appeal to the standard timeframe (no longer than forty-five days (45) days) from the day the TPA/HCO receives the appeal with a possible fourteen-day (14) extension; and
	•		Make reasonable efforts to give the enrollee prompt oral notice of the denial and written notice of the denial within two (2) calendar days.

3.8.7.		“FAIR HEARINGS” BEFORE THE ADMINISTRATION.
3.8.7.1		The TPA/HCO shall explain to enrollees their rights and the procedures concerning “fair hearings” before the ADMINISTRATION.
		The parties at a hearing must include the TPA/HCO, as well as the enrollee, its representative, or an estate representative of a deceased enrollee.

Section 4:
TPA Contracts with HCOs
and Participating Providers;
Quality of Healthcare and Performance Program

4.1

Contracts with HCOs and Participating Providers

		The TPA and HCOs may contract in connection herein with all providers necessary to render the medical services required to provide beneficiaries the benefits included in GHIP coverage as specified in Appendix B of this Contract. All participating physicians and providers must comply with all applicable provisions in this Contract.
1.		Contracting a network of providers at an appropriate reimbursement level is the sole responsibility of the TPA. THE ADMINISTRATION recognizes that each HCO risk pool will have unique operational characteristics. The TPA must clearly describe the financial arrangement that will be applicable to HCOs in their contracts, with respect to which THE ADMINISTRATION reserves the right of prior review and approval of negotiated reimbursement levels. No adjustment will be made to either claims or the PMPM cost limits, as established in Section 5 of this contract, based on actual reimbursement levels negotiated, unless THE ADMINISTRATION requires a higher level reimbursement than that agreed to between the provider and the TPA.
2.		If the TPA’s contracts with providers include payment on a capitation basis, such capitation must be submitted and reimbursed as any other claim. Reimbursement of capitation amounts must be subject to documentation presented by the TPA that must include the provider name, the number of health selected participants included in each capitation arrangement and the amount of the capitation.

3.		Contracts between the TPA and HCOs and participating providers shall be independent, written contracts that expressly incorporate all terms and conditions contained in this Contract including, without limitation, the development and implementation of Case Management, Disease Management and Prenatal Care and the provision of an Education and Prevention Program set forth elsewhere herein. TPA shall provide THE ADMINISTRATION a copy of every provider’s contract. Beneficiaries’ coverage under this Contract constitutes a direct obligation on the part of the participating providers, who must comply with all terms and conditions contained herein.
4.		TPA/HCO shall be responsible for evaluating the prospective subcontractors’ ability to perform the activities to be delegated and for specifying the activities and reporting obligations delegated to the subcontractor. TPA/HCO shall oversee the responsibility delegated to any subcontractor and hereby acknowledge that TPA/HCO will be held accountable if fail to monitor subcontractors and intervene, when necessary. Any contract with a subcontractor shall provide for revoking delegation or imposing other sanctions for sub-contractors’ inadequate performance. Subcontractor contracts must include the HCO/TPA’s responsibility to monitor the subcontractor’s performance on an ongoing basis, in a periodic schedule established by the ADMINISTRATION and consistent with the ADMINISTRATION established standards, directives and applicable laws and regulations. All subcontracts shall comply with the requirements of 42 CFR Part 438 that are appropriate to the service or activity delegated under the subcontract. TPA/HCO shall put in place all measures necessary to ensure identification of deficiencies or areas for improvement with respect to which TPA/HCO and the subcontractor must undertake corrective action.
5.		The TPA/HCO may not discriminate with respect to participation, reimbursement or indemnification against any provider who is acting within the scope of its license or certification under applicable Commonwealth Law.

		When TPA/HCO declines to include an individual or group of providers in its network, a written notice must be given to the affected providers explaining the reason for the decision.
		To assure access to benefits, TPA/HCO must notify in writing each enrollee of the termination of their primary care contracted providers within (15) fifteen days of termination of said contract.
6.		The TPA/HCO shall certify, represent, attest and assure that to the best of their knowledge, such knowledge being based on reasonable due diligence, none of their contractors, subcontractors or providers of services consults, employs or procures services from (1) any individual, affiliate or provider that has been debarred or suspended from participation in any federal health care program under either section 1128 or 1128A of the Social Security Act or otherwise has been excluded from participating in procurement activities under the Federal Acquisition Regulation or from participating in non-procurement activities under regulations issued under Executive Order No. 12549, guidelines implementing Executive order No. 12549; or (2) with parties with a beneficial ownership interest exceeding more than 5% of their organization’s equity; or (3) procures self-referral of services to any provider in which they may have, directly or indirectly, any economic or proprietary interest .
7.		TPA shall document and certify that it has provided complete written instructions to all HCOs and providers that describe the procedures to be used for compliance with all duties and obligations arising under this Contract. The instructions shall include the following information: free selection of providers by enrollees, covered services, practice guidelines, reporting requirements, record-keeping requirements, grievance procedures, deductibles and co-payment amounts, confidentiality, and prohibitions against denial or rationing of

		services. Copy of these instructions will be kept by the ADMINISTRATION, which reserves the right to request modifications or amendments thereto.
8.		In the event TPA/HCO does not comply with the provisions concerning affiliation with debarred or suspended individuals, the ADMINISTRATION: (1) shall notify the Secretary of Health and Human Services of such non-compliance; or (2) may continue the existing contract with the HCO and TPA, unless the Secretary, in consultation with the Department’s Inspector General, directs otherwise. The TPA acknowledges that Federal Financial Assistance shall not be available for amounts expended for providers excluded by Medicare, Medicaid, or SCHIP, except for emergency services.
9		The TPA shall incorporate in its contracts with participating providers and HCO the following provisions, among others contained in this contract:

	a)		A time schedule for payment of services rendered that shall not exceed the time limitation standards set forth in Law No. 104 of July 19, 2002 (known in Spanish as “Ley de Pronto Pago”).
	b)		A warranty by the HCO assuring that the method and system used to pay for the services rendered by the HCO’s network of participating providers are reasonable and that negotiated terms do not jeopardize or infringe upon the quality of the services provided.
	c)		The procedure established at the Administration level to allow participating providers to recover monies owed for services rendered and not paid by HCO.
	d)		That payments received for services rendered under the GHIP shall constitute full and complete payment except for: (i) the deductibles contained in Appendix B of this contract, and (ii) services rendered not covered by the

			GHIP. TPA/HCO will assure compliance with Section 5.2 and 5.5 of this contract.
	e)		A release clause authorizing the ADMINISTRATION or any of its agents access to the participating providers’ Medicare billing data for GHIP beneficiaries. This access shall be at all times subject to CMS and HIPAA regulation requirements mentioned elsewhere in this Contract.
	f)		That the ADMINISTRATION, HCO or TPA, as applicable, will cover the payment of Medicare Part B deductibles and co-insurance for services rendered to a enrollee under Medicare Part B, accessed through the HCO’s network of participating providers with the primary care physician’s authorization. Payment is the responsibility of the party that has assumed the risk for the service rendered.
	g)		Co-insurance and deductibles for Part A or Part B services provided on an outpatient basis to hospital clinics and other institutional care providers, other than physician services, will be considered as a covered bad debt reimbursement item under the Medicare program cost. In this instance, the ADMINISTRATION, HCO and TPA, as applicable, will only pay for the co-insurance and deductibles related to the physician services provided as a Part A or Part B service.
	h)		That coverage provided to beneficiaries under this contract constitutes a direct obligation on HCO and participating providers. HCO and Participating Providers must comply with all applicable terms and conditions contained herein.
	i)		The HCO/TPA will establish directives for allowing providers to write prescriptions for psychotropic drugs in accordance with the applicable agreement with the ADMINISTRATION’s Pharmacy Benefit Manager (PBM).

	j)		All applicable timeframes, administrative standards and network managed care requirements established under this Contract.
	k)		That compensation to individuals or entities that conduct utilization management activities may not be structured to provide incentives for providers to deny, limit, or discontinue medically necessary services to any enrollee.
	l)		ADVANCE DIRECTIVES: TPA shall require in its contracts with participating providers and HCOs compliance with 42 CFR 438, Part 489, Subpart I relating to maintaining written policies and procedures regarding advance directives as established under Law No. 160 of November 17, 2001 (“Law No. 160”). The parties to said contracts shall acknowledge their obligations under Law No. 160 to inform and distribute written information to adult individuals concerning instructions on advance directives, any limitations on implementing advance directives due to creed or belief, the right to file complaints for non-compliance with these requirements, as well as the continuous duty to provide written information of any changes in Commonwealth law pertaining to advance directives, not later than ninety (90) days after the effective date of such changes.

10.		The HCO agrees to provide to the TPA/ADMINISTRATION a detailed description of the payment methodology used to pay for services rendered by the HCO’s network of providers. Said payment methodology description will also address the HCO’s procedures to distribute, among participating providers, capitation payments, fee for service payments or other basis for payment of services to HCO providers. The HCO will submit to the ADMINISTRATION a monthly report detailing all payments made to the HCO’s network of participating providers.
11.		The TPA/HCO represent that neither the service fee,capitates payments nor capitates payments with a fee-for-service component, made to HCOs, to HCOs’

		networks of participating providers, or to the TPA’s participating providers include payment for services covered under the Medicare Program.
12.		The TPA/HCOs shall provide all reasonable means necessary to assure that the contracting practices between its participating HCOs and providers are in compliance with federal anti-fraud provisions and, particularly, that said practices are consistent with the limitations and prohibitions of the False Claims Act, the Anti-Kickback statute and regulations, and the Stark II Law and regulations prohibiting self-referral to designated medical services by participating medical providers.
13.		To the extent feasible within TPA/HCO, existing claims processing systems should have a single or central address to which providers must submit claims. If a central processing center is not possible within the TPA/HCO’s existing claims processing system, they may provide each network provider a complete list of all entities to whom the providers must submit claims for processing and/or adjudication. The list must include the name of the entity, the address to which claims must be sent, an explanation to determine the correct claims payor based on services rendered, and a phone number the provider may call to make claims inquiries. The TPA/HCO must notify providers in writing of any changes in the claims filing list at least 30 days prior to the effective date of any change. If TPA/HCO are unable to provide the afore-mentioned 30 days notice, providers must be given a 30-day extension on their claims filing deadline to guarantee claims are routed to the correct processing center.
14.		The ADMINISTRATION and the Department of Health’s Medicaid Fraud Control Unit shall be allowed to conduct private interviews of providers, their employees, contractors, and patients. Providers and their employees and contractors must fully cooperate in making themselves available in person for interviews, consultation, grand jury proceedings, pre-trial conferences, hearings, and trials, or in any other process, including investigations. Providers shall comply with the ADMINSTRATION request for information.

15.		PROVIDER MANUAL AND PROVIDER TRAINING
		The TPA/HCO must prepare and issue a Provider Manual to providers in the HCO network and to newly contracted providers in the network within five (5) working days from the provider’s inclusion in the network. The Provider Manual must contain sections relating to special requirements.
		The TPA/HCO must provide training to all network providers and their staff related to Managed Care Act regulations, the ADMINISTRATION’s requirements set for time herein, TPA/HCO contracts, and special needs of beneficiaries under the health care plan.
		All HCO providers and participating providers are required annually to receive at least fifteen (15) hours of orientation, education and familiarization with aspects of managed care related to this Contract. Failure to comply with this requirement shall be sufficient grounds to exclude the provider from GHIP. If at the expiration of the participating provider’s contract term, provider has not fully complied with this requirement, provider shall be excluded as participating provider for subsequent periods. At the discretion of the ADMINISTRATION and for good cause, the excluded provider’s contract may be reinstated if the provider afterwards complies with this education requirement during the subsequent contract term.
		The Education and Prevention Program: TPA/HCO, whoever is responsible for this program, will hold, -with the participation of all providers under this contract,- diverse seminars throughout the Metro-North Region , in order properly to orient and familiarize providers with all aspects and requirements related to the Preventive Medicine Program, benefits and coverage under this Contract, and the managed care concept. Seminars will be organized, scheduled, conducted and offered at the expense of the TPA/HCO and the curriculum for said seminars will be coordinated with and approved by the ADMINISTRATION healthcare coordinators.

		Training for all providers must be completed no later than 30 days after the effective date of a new contracted provider’s contract. Moreover, the TPA/HCO must provide on-going training to new and existing providers.
		TPA must maintain and make available to the ADMINISTRATION upon request enrollment or attendance rosters dated and signed by each attendee or other written evidence of training of each network provider.
		In the event of a final determination reached by the ADMINISTRATION that the TPA/HCO, its agents, or any of its contractors or subcontractors has/have failed to comply with any of the provisions set forth in this section 15, or any subpart hereof, the ADMINISTRATION will commence sanctions proceedings as set forth in Section 8.14 herein.
16.		PROVIDER QUALIFICATIONS — GENERAL
		The providers in the HCO/TPA network must meet the following qualifications:

FQHC		A Federally Qualified Health Center is an entity that provides outpatient health services pursuant to 42 U.S. C. 201 et. seq., meets the standards and regulations established by federal law, and is an eligible provider enrolled in the Medicaid Program.
Physician		An individual who is licensed to practice medicine as an M.D. or a D.O. in Puerto Rico either as a primary care provider or in the area of specialization with respect to which they will provide medical services under contract with MCO who is a provider enrolled in the Medicaid program; and who has a valid Drug Enforcement Agency registration number and a Puerto Rico Controlled Substance Certificate, if either is required in their practice.
Hospital		An institution licensed as a general or special hospital by the Puerto Rico Health Department under Chapter 241 of the Health and Safety Code and Private Psychiatric Hospitals under Chapter 577 of the Health and Safety Code (or is a provider that is a component part of a State or Federal government entity which does not require a license under the laws of the Commonwealth of Puerto Rico),

17.		PROVIDER PRACTICE GUIDELINES
		The TPA/HCO shall adopt, disseminate and follow practice guidelines that are based on valid and reliable clinical evidence, or a consensus of health care professionals in the particular field. The practice guidelines shall consider the needs of the enrollees, shall be adopted in consultation with the contracting health care professionals, and shall be reviewed and updated periodically as

		appropriate. These guidelines shall be distributed to each provider, and upon request, to enrollees and potential enrollees. The TPA/HCO must assure that the guidelines are applied consistently in decisions related to utilization management, enrollee education, coverage of services and other applicable areas .
18.		POLICIES AND PROCEDURES FOR SERVICE AUTHORIZATIONS AND PROCESSING REQUESTS
		The TPA/HCO and its subcontractors shall have and comply with written policies and procedures in processing requests for initial and continuing authorization of services. These procedures shall guarantee the consistent application of review criteria for authorization decisions and consultation with the requesting provider, if necessary. Any decision to deny a service authorization request, or to authorize a service in an amount, duration, or scope that is less than requested, shall be made by a health care professional who has appropriate clinical expertise in treating the enrollee’s condition or disease.
		The TPA/HCO shall notify the requesting provider and give the enrollee written notice of any decision to deny a service authorization request, or to authorize a service in an amount, duration, or scope that is less than requested; provided, however, that such notice to the enrollee shall be sent whenever the service received by the enrollee was limited, in whole or in part. Although notice to the provider need not be in writing, the enrollee’s written notice shall meet the following requirements:

a)

Language. The notice shall be in Spanish, in easily understandable format and in other appropriate alternative formats considering the special needs of enrollees who may be visually impaired or have a limited reading proficiency. In the event that oral interpretation of services were necessary in a language other than Spanish, TPA/HCO shall make those

			services available free of charge, and inform the enrollee how to access such services.
	b)		Content of Notice. The notice shall explain the following information:

	•		Action taken by the TPA/HCO, or its contractor, or their intention;
	•		Reasons for the action;
	•		Right of enrollee to file an appeal with the TPA/HCO;
	•		Right to a fair hearing before the ADMINISTRATION, after enrollee’s exhaustion of TPA/HCO appellate procedures;
	•		Procedures the enrollee shall take to exercise the rights described herein;
	•		Circumstances under which expedited resolutions are available and how to request them; and
	•		Enrollees’ right to continuation of benefits pending resolution of the appeal, how to request that benefits be continued, and the circumstances under which enrollees may be required to pay the cost of these services, in accordance with grievance procedures set forth herein.
	c)		Timing of Notice. The TPA/HCO shall notify enrollee about the following actions within the timeframes set forth herein:

(i)

Termination, suspension or reduction of the services

The TPA/HCO shall give notice, at least 10 days before the date of action, of any termination, suspension, or reduction of a previously authorized covered service; if probable fraud by enrollee has been verified; said period of advance notice will be shortened to five (5) days.

TPA/HCO shall notify the ADMINISTRATION of the date the action occurred in the following circumstances:

	•		upon the death of a recipient;
	•		when the action is triggered by a signed written statement from enrollee requesting service termination or by information provided to the TPA/HCO requiring termination or reduction of services (where enrollee understands that this shall be the result of supplying such that information);
	•		if the enrollee becomes ineligible for further services due to his/her admission to an institution;
	•		when the enrollee’s address is unknown and mail directed to enrollee has no forwarding address;
	•		when the enrollee has been accepted for Medicaid services by another local jurisdiction;
	•		when the enrollee’s physician prescribes a change in the level of medical care;
	(ii)		For denial of payment, the TPA/HCO shall give notice to the enrollee at the time of any action affecting the claim.
	(iii)		For standard service authorization decisions that deny or limit services, the HCO shall provide notice as expeditiously as the enrollee’s health condition requires and within the ADMINISTRATION’s established timeframes, which may not exceed fourteen (14) calendar days following receipt of the request for service. If the enrollee, or the provider, or the TPA/HCO justifies a need for additional information or if it is in the best interest of the enrollee, an extension up to 14 additional calendar days can be granted.

Timing of Notice : If the HCO extends the timeframe, the contractor must give the enrollee written notice of the reason for the decision to extend the timeframe, and inform the enrollee of the right to file a grievance if he or she disagrees with the decision.

	(iv)		Service authorization decisions not reached within the timeframes for either standard or expedited service authorizations.
			The TPA shall give notice to the HCO on the date that the applicable timeframe expires. A service authorization decision not reached within such timeframe constitutes a denial and shall thus be considered an adverse action.
	(v)		For denial of expedited authorization decisions.
			In cases in which a provider indicates to the TPA/HCO that following the standard timeframe could seriously jeopardize the enrollee’s life or health, or ability to attain, maintain, or regain maximum function, the TPA/HCO shall make an expedited authorization decision and provide notice as expeditiously as the enrollee’s health condition requires and no later than three (3) working days after receipt of the request for service. If the enrollee, or the provider, or the TPA/HCO justifies a need for additional information or if it is in the best interest of the enrollee, an extension up to 14 additional calendar days may be granted.
			The TPA/HCO agrees fully to cooperate with the Advisory Committee of the Commonwealth’s Medicaid Office set up as requested by 42 Code of Federal Regulations Part 431, which advises the Medicaid agency about health and medical care services. The ADMINISTRATION and the TPA shall coordinate any and all efforts geared at cooperating with said Advisory Committee to the extent permissible by law.

4.2		QUALITY OF HEALTHCARE AND PERFORMANCE PROGRAM
		In order to comply with the responsibilities as the agent of the State Medicaid Office, the ADMINISTRATION, through the implementation of its Quality of Healthcare and Performance Program (QHPP) and in strict compliance with federal and state regulations, must perform a series of activities to guarantee the delivery of quality healthcare by all MCOs and PIHPs contracted to furnish health services for the GHIP population.
		The ADMINISTRATION will request each TPA and HCO an ongoing quality assessment and performance improvement program for the services furnished to the enrolled population, according to 42 CFR 438 Subparts D and E.
		The TPA must develop and implement the QHPP in accordance with such protocols and guidelines or any national performance measures and levels that may be identified and developed by the State and CMS. The QHPP includes, but is not limited, to the following components:

	1.		Quality Initiative and Improvement Program
	2.		Clinical and Preventive Management Program
	3.		Statistical Reporting Program
	4.		Performance Metrics Program

A.		Quality Initiative and Improvement Program (QIP)
		The TPA and HCO must execute the QHPP through the management of protocols. The TPA and HCO must have in place a Quality Initiative and Improvement Program to address those activities regarding the quality of healthcare services according to the mandatory activities described in 42 CFR §§ 438.358, 438.240 and 438.204 and will measure and report to ADMINISTRATION on an annual basis the . The components of the QIP are as follows:

	1.		Performance Improvement Projects (PERIP)
			The TPA and HCO must design, conduct, and report a PERIP in a methodologically sound manner as specified by the ADMINISTRATION. The ADMINISTRATION will require one or more PERIPs according to the GHIP population needs. The PERIP will be focused on clinical or non-clinical areas as stipulated on 42 CFR §§ 438.240 and §438.358(b)(1), and Law No. 72 of September 7, 1993, as amended.
			In addition, the ADMINISTRATION will require, on an annual basis, of the TPA and/or HCO, an Enrollee/Provider Annual Satisfaction Survey (EPASS) as a compulsory PERIP, which may be a CAHPS or any other type of survey provided by the TPA.
	2.		Quality Performance Measures
			The ADMINISTRATION will require of the TPA and/or the HCO that: 1) HEDIS be the quality performance measures to use as determined by the Puerto Rico Department of Health; 2) the specifications and methodology to be followed in calculating the measures, and the format and mechanisms for reporting these measures to the State must be according to the National Committee for Quality Assurance (NCQA) Guidelines. In addition, the TPA and HCO must comply with the following activities:

	a)		The TPA and HCO Information Systems must have the capability for collecting and integrating data from all components of its network, in order to enable valid measurement of its performance on dimensions of care specified by the ADMINISTRATION.
	b)		Validate the measurement of the TPA and HCO performance using a hybrid methodology (administrative plus medical record review data) in collecting the

			data to compute the HEDIS performance measures selected for each measurement year.
	c)		The data will be retroactive up to the previous three- year period, or up to the date when the previous MCO initiated operations in the region, including the termination date of the contract, using the service date field in the formats specified/agreed with the Administration.
	d)		The MCO leaving the Health Region will not be responsible for the HEDIS’ process, except for assuming responsibility of the historical/utilization data, providing it during the transition term. The HEDIS’ will be assumed by the MCO entering the Health Region, on an operational and administrative basis according to NCQA guidelines and schedule.
	e)		Timeliness in reporting to the ADMINISTRATION the specified performance measures in the NCQA defined format.

	3.		Plan Compliance Evaluation Program (PCEP)
			The TPA and HCO must demonstrate their capability to fulfill the following standards sets forth in 42 CFR §§ 438.206 to 424 that includes, without limitation:

	a.		Enrollee Rights and Protections (42 CFR § 438.100)
	b.		Availability of Services (42 CFR § 438.206)
	c.		Coordination of Continuity of Care (42 CFR § 438.208)
	d.		Coverage and Authorization of Services (42 CFR § 438.210)
	e.		Provider Selection (42 CFR § 438.214)
	f.		Enrollee Information (42 CFR § 438.218)
	g.		Confidentiality (42 CFR § 438.224)
	h.		Enrollment and Disenrollment (42 CFR §§ 438.226, 438. 56)
	I.		Grievances and Appeals system (42 CFR §§ 438.402 to 438.424)
	j.		Sub contractual Relationships and Delegation (42 CFR § 438.230)
	k.		Practice Guidelines (42 CFR § 438.236)

	l.		Quality Assessment and Performance Improvement Program (42 CFR § 438.240)
	m.		Health Information Systems (42 CFR § 438.242)

	4.		An External Quality Review Organization (EQRO) will be performing at a minimum the evaluation to the extent specified in 42 CFR § 438.358.
	5.		The ADMINISTRATION reserves the right to add any other compliance standards, HEDIS performance measures or PERIP it may deem necessary given the GHIP population needs.

B.

Clinical and Preventive Management Programs (CPMP)

	1.		The TPA together with the HCO are responsible for providing all preventive services as described in the GHIP Basic Coverage, including, but not limited to: PAP Smears, Colorectal Screening, Mammograms, Prostate Screening Antigen (PSA), Cholesterol Screening, Sigmoidoscopy as indicated by the medical guidelines adopted by the Department of Health, and, the Early Prevention Screening and Diagnostic Tests (EPSDT) guidelines as required by Federal laws and regulations.
	2.		The TPA must collaborate with the Secretaría Auxiliar de Promoción de la Salud (“Assistant Secretary for Health Promotion”) of the Commonwealth Department of Health, to whom it shall provide a copy of the quarterly Preventive Services Report discussed in the SRP Section.
	3.		The TPA, in coordination with the HCO, shall be responsible for developing and implementing the following clinical management programs:

a)

DISEASE MANAGEMENT PROGRAM — The TPA must develop a Disease Management Program (DMP) following the Puerto Rico Department of Health protocols and guidelines, addressing

			standardization processes for major chronic diseases including, but not limited to: Asthma, Diabetes, Hypertension and Congestive Heart Failure. This program shall include identification (Identification Process established by the MCOs and ADMINISTRATION’s Disease Management Committee), treatment protocols, guidelines and surveillance/monitoring. A provision of the outcomes shall be sent to the Puerto Rico Department of Health.
	b)		CASE MANAGEMENT PROGRAM — The TPA must develop and effectively implement a case management system in order to monitor high risk cases and provide assistance to the covered health care needs of the beneficiaries and dependents within the said category. The Case Management System must coordinate with services available and provided in the beneficiaries’ communities and homes as needed. Not limited to the physician’s office, mental health provider professionals office, or specialty center.
	c)		PRENATAL CARE PROGRAM — The TPA must develop and effectively implement a Prenatal Care Program, which shall include, without limitation:

	1.		A Comprehensive Prenatal Care Program based on the Department of Health’s clinical protocol and guidelines.
	2.		Reduction of prenatal complications and incidence of low birth weight newborns.
	3.		Assure the appropriate discharge of mother and baby from the hospital based on clinical judgment.
	4.		Assure that all pregnant women are screened for alcohol using the Department of Health clinical guidelines and protocols. (TWEAK)

	5.		Assure that all pregnant women obtain counseling and testing for HIV and standard followed by an appropriate treatment, if results are positive.
	6.		Assure that all pregnant women obtain at least two oral evaluations during the second trimester of gestation.
	7.		Assure that all pregnant women are properly educated about Pregnancy, Breastfeeding, Family Planning, Nutrition, Pregnancy Complications, Dental, Mental Health, among others.

4.

The TPA will be responsible to provide under the CPMP other programs such as the PROVIDER INCENTIVE BASED PROGRAM and the PROVIDER EDUCATION PROGRAM.

a)

The PROVIDER INCENTIVE BASED PROGRAM includes, at a minimum, the following components:

	1.		The program will deliver the incentive on a monetary basis to those PCPs which comply and reach a minimum target of eighty percent (80%) of those preventive services furnished and required in Section B.1.
	2.		The TPA will review the medical records at the HCO level to ascertain and evidence the preventive services provided by the PCP to the GHIP beneficiaries. The ADMINISTRATION requires through this review that the PCP comply with the appropriate documentation within on record as established in the Department of Health and EPSDT guidelines.
	3.		Provide that each PCP must comply with at least twelve (12) hours on an annual basis, or, its equivalent of three (3) hours

			and thirty (30) minutes on a quarterly basis regarding the Providers Education Program requirements.
	4.		Provide a quarterly report on this program, which shall contain:

	a)		TPA Health Region
	b)		HCO Name
	c)		HCO Number
	d)		Provider ID
	e)		Provider Name
	f)		Federal Tax ID
	g)		Preventive Services Compliance Percentage
	h)		Providers Education Contact Hours
	I)		Providers Compliance with Proper Medical Record Documentation Percentage

	5.		Provide the incentive based on a mathematically-sound formula, which shall have the ADMINISTRATION’s prior written approval.
	6.		The TPA will grant the incentive to those PCPs that complied with the preceding requirements on an annual basis.

b)

The PROVIDER EDUCATION PROGRAM components include, without limitation:

	1.		The TPA will be responsible for the Providers Education Program (PEP).
	2.		The HCO will provide five (5) contact hours of seminars or any similar activity to all its PCPs on a quarterly basis. The HCO may require sponsorship from any governmental and non-

			governmental entities to provide such activities. Nevertheless, the sponsorship from any non-governmental commercial entity shall not promote a product, or, services for these purposes.
	3.		The HCO in coordination with the TPA shall offer at least one seminar, workshop, or continuing education activity on mental health clinical or non-clinical topics.
	4.		The TPA and the HCO shall organize, schedule, and offer the PEP at the expense of the TPA.
	5.		The HCO must be responsible to conduct and assure the attendance of all providers under contract to the various seminars, and any other similar activity, held throughout its Region, in order properly to educate and assist them with all GHIP aspects and requirements, on clinical and/or non-clinical topics.
	6.		The TPA must require the HCO a seventy percent (70%) participation of all PCPs.
	7.		The TPA will submit the PEP work plan and curriculum, and obtain ADMINISTRATION’s Clinical Affairs Division’s approval thereof. The work plan must include but will not be limited to the following:

C.

Statistical Reports Program (SRP)

1.

THE ADMINISTRATION will require from the TPA and HCO the following quarterly statistical reports that include, without limitation:

	a)		Claims Cost Distribution by Line of Service (SRP-001)
	b)		PMPM Summary with Total Cost Percentage (SRP-002)
	c)		Encounters Estimate Cost Distribution by Line of Service (SRP-003)
	d)		Aggregate Stop Loss/Reinsurance (SRP-004)
	e)		Early Periodic Screening Diagnostics Tests (EPSDT) (SRP-005)
	f)		Providers Network Credentialing (SRP-006)
	g)		Medical Record Review (SRP-007)
	h)		Hospital Concurrent Review (SRP-008)
	i)		Retrospective Medical Record Review (SRP-009)
	j)		Fraud and Abuse (SRP-010)
	k)		Pre-authorizations (SRP-011)
	l)		Coordination of Benefits (SRP-012)
	m)		Incurred But Not Reported (IBNR) Surplus and Deficit Analysis (SRP-013)
	n)		Complaints and Grievances (SRP-014)
	o)		Administrative Expenses Report (SRP-015)
	p)		Capitation Settlement (SRP-016)
	q)		Preventive Services Report (SRP-017)

	2.		The TPA shall be responsible to provide to the ADMINISTRATION all quarterly reports detailing the services furnished under the Preventive Program.
	3.		The TPA shall deliver all quarterly reports by the twenty-fifth (25th) day of the month following the reporting quarter. The reports will be delivered on electronic media (i.e., CD Rom disc) accompanied with a letter of submission to the ADMINISTRATION’s Planning and Clinical Affairs Office Director. Concurrently, such letter must be copied to the ADMNISTRATION’s Compliance Office Director.

4.

The ADMINISTRATION and the TPA will agree on the format for compliance with the reporting requirements in this Section, that could be accomplish through electronic or magnetic media.

D.		Performance Metrics Program (PMP)
	The TPA and HCO must comply at a minimum with the following metrics, including, without limitation:

	1.		The TPA shall submit all (100%) of the quarterly reports by the 15 th day of the month after the corresponding reporting quarter, except where a different submission date has been stated herein.
	2.		The TPA and the HCO shall solve at least 95% of any filed enrollee complaints within thirty-days (30) of receipt, through the corresponding notification letter.
	3.		The TPA must provide through the HCO’s Providers Education Program (PEP) at least five (5) hours of workshops, seminars, and conferences as well as any other type of similar activity on a quarterly basis regarding any GHIP clinical and/or non-clinical topics, with a minimum of 70% participation of the HCO’s PCPs.
	4.		The TPA must provide through the HCO’s PEP at least one workshop, seminar, conference and any other similar activity, every six (6) months, related to mental health topics, regarding the GHIP managed care model, with a minimum of 70% participation of the HCO’s PCPs.
	5.		The ADMINISTRATION will require from the TPA a compliance target of at least seventy percent (70%) for the provision of preventive services from each PCP.

6.

The TPA guarantees that the enrollee/provider satisfaction rate (EPSR) for each policy period must be 95% or greater, and shall be executed on a policy year basis.

	a.		The EPASS Response Rate must be greater than 70%. The response rate means the number of enrollees/providers responding to the survey.
	b.		The ADMINISTRATION must provide timely approvals of survey materials and methodology 60 calendar days prior to the execution of a survey.
	c.		The sampling size will be randomly chosen and not less than 400 in the case of the enrollees, and 30% of the providers participating in the region.
	d.		The submission of the survey results to the ADMINISTRATION will be ninety-days (90) after the end of the fiscal year.
	e.		The TPA must make available a toll-free customer service telephone number for use by beneficiaries. The TPA guarantees that the target Average Speed of Answer (ASA) of this toll-free customer service telephone line each quarter must be no greater than thirty-seconds (30) ASA means the time elapsed between a caller choosing the option to speak with a customer service agent and the agent attending the phone call.

	7.		The TPA guarantees that the customer service lines for a GHIP enrollee must have an Abandon Rate (AR) no greater than 5% out of all incoming calls per policy year. AR means the percent of calls where the caller chooses the option to speak with an agent but hangs up while waiting (in the queue) for an agent to answer.
	8.		The TPA guarantees that the Blockage Rate of the toll-free customer service line for the GHIP enrollee must be 3% or less of all incoming calls each quarter.

Blockage Rate means the percent of Local Exchange Carrier (LEC) Total Call Volume, which cannot be routed to the TPA’s Automatic Call Distributor (ACD) system, which results in the GHIP enrollee receiving a busy signal.

E.		The TPA guarantees that its and the HCO network complies with the following providers/enrollees ratios: 1:1,700 for PCPs, 1:1,350 for Dentists, 1:2,200 for Specialists (including mental health Psychiatrist and Psychologists), and, 1:1,600 for all Physicians participating, on a quarterly basis monitoring report.
F.		The TPA will contract all available private providers that meet its credentialing process and agree to its contractual terms, in order to assure sufficient participating providers to satisfy the coverage demands of GHIP beneficiaries.
G.		The providers’ credentialing and re-credentialing evaluation process must be performed every three (3) years.
H.		The TPA’ Credentialing of providers and Re-credentialing process shall include, without limitation:

	1.		Copy(ies) of all professional school degrees or certificates, or evidence of qualifying course work.
	2.		Copy(ies) of all Federal, State, and/or local (city, county) business licenses, certifications and/or registration specifically required to operate a health care facility.
	3.		Written confirmation from the IRS confirming Tax Identification and Legal Business Name (This information is needed if the applicant is enrolling a professional corporation, professional association, or limited liability company with this application or enrolling as a sole proprietor using an Employer Identification Number).
	4.		Copy of the National Provider Identifier notification received from the National Plan and Provider Enumeration System (NPPES).

I.		The HCO will provide the TPA with statistical records of beneficiaries’ medical services utilization. The TPA shall notify the ADMINISTRATION on a quarterly basis of all findings in the Clinical Database System. The ADMINISTRATION may review and/or audit the Clinical Database System records and reports at any time.
J.		The TPA will establish an Outcome Review Program to assess the quality of inpatient and ambulatory care management provided by the HCOs. The TPA shall notify the ADMINISTRATION on a quarterly basis of all findings in the Outcome Review Program. The ADMINISTRATION may review and/or audit the program findings at any time.
K.		The TPA must provide with the Fraud and Abuse quarterly report to the ADMINISTRATION all its findings including, without limitation:

	1.		The number of complaints of fraud and abuse made to the GHIP that warrant a preliminary investigation.
	2.		The TPA must include in its quarterly report pursuant to Section C.1.j., at a minimum, the following information:

	a.		Provider’s name and number
	b.		Source of the complaint
	c.		Type of provider
	d.		Nature of the complaint
	e.		Approximate range of dollars involved
	f.		Legal and/or administrative disposition of status of the case

L.

The TPA agrees to maintain a program to determine that the services provided to beneficiaries comply with established quality parameters for dental health providers. TPA shall notify the ADMINISTRATION quarterly of all findings of said review

		program.The ADMINISTRATION may review and/or audit the program findings at any time.
M.		The TPA shall implement a program that addresses EPSDT screening and Migrant services indicators for preventive diagnostic tests according to age in all areas/regions and shall notify the ADMINISTRATION on a quarterly basis all findings therein. TPA shall comply with Section 1905(r) of the Social Security Act and applicable protocols adopted by the Department of Health to implement these Programs.
N.		The EPSDT information must considers the procedure codes described in the ICD-9 in order to develop the quarterly table indicated in Section C.1.e.
O.		All services furnished shall be identified by Current Procedure Terminology, International Classification of Diseases, Clinical Modifications Diagnostic Statistics Manual, and American Dental Association’s Current Dental Terminology, as applicable.
P.		Should the TPA and/or HCO fail to meet any of the preceding QHPP standards, the TPA and/or HCO will pay the ADMINISTRATION twenty-five thousand dollars ($25,000.00) for each occurrence, no later than the tenth (10) day of the month following the reporting quarter, or at the end of the fiscal year, at the ADMINISTRATION’s discretion.
Q.		The ADMINISTRATION reserves the right to request additional statistical reports, performance metrics, or any other related quality and compliance standard it may deem necessary in accordance with the operational and financial needs that may arise throughout the contract period.
R.		In addition, whenever the State Medicaid Agency, Centers for Medicare and Medicaid Services (CMS), Department of Health of Puerto Rico, or any other state or

		federal government agency deem it necessary to request information from the ADMINISTRATION or the TPA and HCO, such shall be provided without undue delay.
S.		Access to Information: The TPA must require its contracted providers and HCOs to allow the Puerto Rico Department of Health, THE ADMINISTRATION, CMS, Comptroller of Puerto Rico, Comptroller of the US, Inspector General, External Quality Review Organizations (EQRO), and their duly authorized agents access to all records and documents required for audits or inspections to evaluate quality, adequacy, timeliness, and costs of services, as well as any other issue related to GHIP beneficiaries.
T.		All the required programs, processes, and reports herein referred to; will also be an obligation on the part of the TPA participating providers, i.e. the HCOs. The TPA will assure compliance therewith on the part of said TPA’s participating providers and/or HCOs.
U.		The ADMINISTRATION reserves the right to require the TPA to implement additional specific cost and utilization measure controls, subject to prior consultation and cost negotiation with the TPA.
V.		The TPA must inform the ADMINISTRATION on a quarterly basis all cancellation of providers, and shall provide an updated version of its Providers Directory to the ADMINISTRATION’s Clinical Affairs Division, Planning and Quality Affairs Office as well as to GHIP beneficiaries.
W.		In order to assure that all enrollee’s encounters are registered and recorded, the TPA shall conduct audits of statistical samples, through unannounced personal audits of the TPA’s and participating provider’s facilities, to assure that medical records conform with encounters reported therein. Corrective measures shall be taken in cases of violations of the TPA’s regulations regarding encounter registration

		and reporting. The TPA shall provide quarterly reports to the ADMINISTRATION of all the findings and corrective measures taken with respect to any regulation violations.
X.		The TPA’s and HCOs’ compliance with the ADMINISTRATION’s Quality of Healthcare and Performance Program (QHPP) is of the essence and vital to this Contract and shall be a determining factor in all ADMINISTRATION decisions pertaining to the renewal or non-renewal of this contract. Failure comply therewith may result in termination of this Contract.
		The ADMINISTRATION agrees to furnish the TPA with the required Quality of Healthcare and Performance Program protocols and criteria prior to their implementation and to communicate TPA any change thereto as necessary throughout the contract period.

Section 5:
Fees and Payments Structure;
Payment Guarantees and Obligations;
Third Party Liability for Payments

5.1

Administrative Fees, Claim Cost Allocation and Capitation

5.1.1. THE ADMINISTRATION will pay an administrative fee of seven dollars and twenty cents ($7.20) and a reinsurance premium of one dollar and fifty one cents ($1.51) on a monthly basis which will not exceed eight dollars and seventy one cents per member per month ($8.71 PMPM ) to the TPA. The ADMINISTRATION will assume financial responsibility for claims costs for Basic, Special and Dental Coverage risks not negotiated with the HCO’s up to a maximum of 105% of claim costs.( See Appendix E) Expected claim cost has been established at one hundred two dollars and eighty

seven cents ($102.87 pmpm) . TPA will assume financial responsibility for all costs in excess of 105% of expected claim cost (in excess of $108.01). Excess costs determination will include all claims paid after 6 months of the end of the contract year and an agreed IBNR reserve. Expected claim costs do not include $9.20 for Mental Health Services and the costs associated with the Asthma Therapy Management Project.

5.1.2 The TPA is financed on a self-funded basis and the contract includes reinsurance arrangement and performance incentives to assure proper administration of TPA. A financial incentive has been agreed between the ADMINISTRATION and the TPA. This incentive will apply if incurred costs are less than the agreed percentage (3%) below the expected medical costs submitted in the proposal ($102.87 pmpm). Savings below the threshold amount will be split 50/50 between the ADMINISTRATION and the TPA. Therefore, if actual medical costs are less than $99.78 pmpm, 50% of savings below that amount will be paid to the TPA. Calculation of the incurred amount will be made on May 2010 (after the end of the 6 month run off period after the end of the contract year). At that time, a settlement of 75% of savings, if any, will be made and will be subject to a final settlement after 6 additional months (on November 2010). For example purposes, if on May 2010 costs are calculated to be $97.78 pmpm ($2 pmpm below the threshold amount), $0.75 pmpm will be paid to the TPA as a partial settlement on or before July 15, 2010, subject to final verification on November 2010. If on November 2010 medical costs are is still calculated at $97.78 pmpm, the remaining $0.25 pmpm (or whatever amount is determined to be the final number) will be paid on or before December 31, 2010 as final settlement of the financial incentive. In the event the July 2010 partial settlement is determined to be in excess of the final incentive payable, the TPA will reimburse the difference to the ADMINISTRATION on or before December 31, 2010 and this reimbursement will also be considered a final settlement of the financial incentive.

The Contract will be for administrative services, network management, and utilization review services.

5.1.3 THE ADMINISTRATION will deposit funds for claims payment in a zero-balance account. It will provide funds, wire transfers or otherwise submit payment within two business days to the bank account established for claims payment.

5.1.4 The TPA shall cooperate with the selected PBM to facilitate claims processing, to specify, develop and implement the flow of information, utilization review and customer service protocols.

5.2 PAYMENT OF SERVICE FEES

1.		The TPA is financed on a self-funded basis; this Contract also includes re- insurance arrangements. The Administration will pay the TPA an administrative fee to cover the cost incurred in the performance of all services to include network management and utilization review services.
2.		The payment for the first month of services will be made upon certification by the TPA that it has complied with the implementation process to initiate services; to the satisfaction of the ADMINISTRATION and after the first week of commencement.
		For subsequent months, the ADMINISTRATION shall pay TPA the corresponding monthly service fee within five (5) working days following submission of an invoice containing an electronic file listing the beneficiaries enrolled for the month of the invoice, and a hard-copy certification of amounts billed. The timing of the five-days period shall start running upon receipt by the ADMINISTRATION of said electronic and hard-copy requirements. Should either the hard-copy certification or the electronic file need to be resubmitted by TPA, said five-days’ term shall be reset to start on the date the ADMINISTRATION receives the missing requirement.

		The TPA shall not, at any time, increase the administrative fee herein agreed, which will be guaranteed for contract year, nor reduce the benefits agreed to, as defined in Appendix B of this Contract.
3.		If any differences arise in the Administration’s payment of service fees to the TPA, the latter will analyze the differences between the original bill it submitted and the amount paid by the ADMINISTRATION. The TPA will then submit to the ADMINISTRATION a diskette as well as all relevant documentation that supports and details the TPA’s monthly payment deficiency claim no later than thirty (30) working days after payment on the original bill has been made. If said term ends without TPA having submitted the required materials in support of a monthly payment deficiency claim, TPA shall irrevocably lose any right to claim payment of said deficiency and the ADMINISTRATION shall thereby be released from any obligations to TPA with respect thereto.
4.		The TPA guarantees that the rate and any applicable deductibles or co-payments under the special coverage provisions herein constitute full payment for the benefits contracted under the plan, and that support network participating providers cannot collect any additional amount from beneficiaries. Balance billing is expressly prohibited.
		Upon a determination made by the ADMINISTRATION that the TPA or its agents has engaged in balance billing, the ADMINISTRATION will proceed to enforce provisions as established in Section 8.
5.		The TPA understands that the payment of the service fee by the ADMINISTRATION and the ADMINISTRATION’s payments to TPA/HCOs’ network of participating providers shall be considered as full and complete payment for all services rendered except for any deductible authorized by the ADMINISTRATION; or any amount pending reconciliation.
6.		For Medicare beneficiaries with Part A, any recovery by the provider for Part A deductibles and/or co-insurance shall be made exclusively through the Medicare Part A Program as bad debts. Beneficiaries shall neither pay reimbursement for

		rendered services to a participating provider nor pay deductibles not authorized by the ADMINISTRATION.
7.		For Medicare beneficiaries with Part B, any recovery by the participating provider for Part B deductibles and/or co-insurance, other than services provided on an outpatient basis to hospital clinics, will be made through the TPA and/or the HCOs. In this instance, beneficiaries would neither pay reimbursement for rendered services to a participating provider nor pay deductibles not authorized by the ADMINISTRATION.
8.		Co-insurance and deductible for Part B services provided on an outpatient basis in hospital clinics, other than physician services, will be considered as a covered bad debt reimbursement item under the Medicare program cost. In this instance, the TPA/HCO will pay for co-insurance and deductibles related to the physician services provided as a Part B service, through the capitation paid to the HCO.
9.		The TPA understands that if the Federal Government submits an alternative to the set forth in this section 5.2 on agreement hereof that is more cost effective and for the benefit of the Government of the Commonwealth Puerto Rico, the ADMINISTRATION along with the TPA shall attempt to renegotiate the coverage for Medicare beneficiaries with Part A or Part A and B.
5.3		GUARANTEE OF PAYMENT
1.		The ADMINISTRATION expressly guarantees payment for all medically necessary covered services rendered to beneficiaries by any participating providers. TPA/HCO shall guarantee that providers will be compensated and the implemented compensation systems will not compromise access to services or their quality.

2.		The insolvency, liquidation, bankruptcy or breach of contract by an HCO or contracted participating provider shall not release said party from its obligation and guarantee to pay for all services rendered as authorized herein.
		The ADMINISTRATION’s obligation to guarantee payment to all HCOs, providers or subcontractors for services rendered under this Contract is subject to compliance with established claim proceedings and requisites set forth herein. The HCO will answer to the TPA with respect to compliance of all Contract terms.
3.		Consistent with the payments rights guaranteed by paragraphs (4) and (5), the providers and subcontractors shall claim direct payments due from the TPA/HCO to the ADMINISTRATION, which shall deduct any amounts payable to providers or subcontractors from paid due to the TPA/HCO.
4.		ADMINISTRATION agrees to pay the HCOs and/or participating providers according to the payment schedule agreed in their respective contracts, provided any such contract complies with Law No. 104 of July 19, 2002, the terms set forth herein, and related guidelines of the Office of the Insurance Commissioner, other than [for] capitation payments, which shall be made in accordance with item six (6) of this section 5.3. Subject to having received from the ADMINISTRATION the claims payment authorization, TPA payments to participating providers shall be made no later than fifty (50) days from the date that TPA has received a ready-to-process claim, as such term is defined in Law No. 104, whenever any participating provider has submitted to TPA a ready-to-process claim within ninety (90) days of having rendered the services. TPA shall have in place all internal systems necessary to promptly pay its providers as dispose by Law No. 104 ready-to-process claim , and to avoid unjustifiable delay in payment [caused] by [having] [submitted] any such claim to audits and evaluation [as] a contested claims, [which results in noncompliance with deadlines Law No. 104.
5.		Any objection to a claim submitted by a participating provider shall be notified in writing to the provider within forty (40) days of claim receipt, with the information Law No. 104 requires, including the reasons why said claim is not ready to be

		processed and the documents or information needed to cure the defect. The participating provider, in turn, shall have forty-five (45) calendar days upon receipt of notice of said contested claim to cure the defect. If the aforementioned 40 days elapse without TPA/HCO notifying that a claim is contested it shall be deemed an admission by TPA/HCO that said claim is ready to be processed. Likewise, if the participating provider fails to respond to the notice that a claim is contested within the allotted forty-five (45) days, such failure to act shall be deemed an admission by the provider that the objections to the claim were correct. Upon expiration of any of the aforementioned terms, any payment overdue shall accrue interest as established by Law No. 104. In the event that TPA/HCO erroneously notifies that a claim is not a ready-to-be-processed claim, such action shall not interrupt the fifty-day term for payment to participating providers set forth in the preceding paragraph.
6.		The TPA agrees and warrants that TPA will be the central payer on behalf of the ADMINISTRATION for all valid claims generated throughout the contracted, participating network of providers.
7.		The TPA agrees and warrants that the method used to pay for the services rendered by the HCOs and their participating providers is reasonable and does not jeopardize the quality of the services provided.
8.		The guarantee of payment will be reinforced through the establishment of different alternatives to guarantee that TPA/HCO and participating providers are paid in full for contracted services in accordance with established budgets. Said alternatives are subject to the Administration’s approval prior to implementation.
9.		TPA/HCOs shall incorporate in their contracts with participating provider’s authorization for TPA to adjudicate and determine the validity of any claim or dispute between the HCO and participating providers stemming from any controversy concerning the validity of claims submitted for services. Said provision shall assure that payment to the HCOs network of participating providers for valid claims for services is not improperly withheld, and that in no

		event payment is made more than fifty (50) days from the date that the claim or dispute is received by TPA. It shall be TPA’s responsibility to verify the pertinent terms binding the HCO and its network of participating providers, the claim’s reasonableness given the services rendered and that payment has been made.
10.		The guarantee of payment and the schedule of payments to HCOs and participating providers shall be enforceable at the expiration of this Contract and until any new terms subsequently are agreed to by the parties hereto.
11.		The TPA agrees to provide the ADMINISTRATION a monthly electronic, detailed report of all payments made to HCOs’ network of participating providers, claims not being paid to the HCO, and to the TPA’s participating providers during the month immediately preceding the report, as well as an inventory of all claims received but not paid by reason of accounting or administrative objections. The intention of this clause is for the ADMINISTRATION to be able to determine on a monthly basis the amount of money paid to each participating provider, the amount billed by and not paid to each participating provider, and the reasons for non-payment, to keep track of the regularity of payments by the TPA and the HCOs and their compliance herewith.
12.		The TPA also agrees to provide to HCOs and to the ADMINISTRATION, on a monthly basis, by electronic or machine readable media format, a detailed report classified by beneficiaries, providers, diagnosis, procedure, date of service and real cost of all payments made by the TPA which entails a deduction from the gross monthly payment to said HCO’s.
13.		HCO must report each encounter to the TPA on a monthly basis, classified by each participating provider within the HCO, as well as the real cost of the services of each encounter of service. The TPA must submit to the ADMINISTRATION the capitation distribution, if applicable, within each HCO as established in the Actuarial Reports formats required by the ADMINISTRATION.
14.		TPA will abide by the Administration’s efforts to implement cost reduction measures and future implementation of payment methods based on fee

schedules or diagnosis related group that may be established. In no way shall a enrollee be discriminated, shall health services be rationed based on diagnosis or illness or an expectation that the enrollee may require high cost care.

5.4 ADMINISTRATION’S PAYMENT OBLIGATIONS

Payment of Funds to Satisfy Claims

The ADMINISTRATION shall be responsible to provide every week the funds for the payment of claims to be processed by TPA in accordance with this Contract. The payment of such claims shall be funded and processed according to the protocol and procedures established and approved by the Administration and TPA. The protocol is set forth in Appendix D which is made part of this Contract. The ADMINISTRATION, upon receipt and approval of a certified pre-check register from TPA, in the electronic format requested by the ADMINISTRATION, shall send a written notification to TPA, upon written approval of claims, within a period of one (1) working day, and deposit such amounts due in the corresponding bank accounts, as required, to fund the unpaid claims.

Also, for the payment of pharmacy claims, the ADMINISTRATION is responsible for the funding of, and TPA is responsible to execute the payment of, the bi-weekly transfer for claims to be paid to Caremark on behalf of the network of pharmacies. The TPA acknowledges its obligation with respect to the validation and payment of pharmacy claims, and timely notification, and certification to the ADMINISTRATION with respect to the process and payment of those claims. Caremark’s switching and transaction fees are to be paid by the ADMINISTRATION with corresponding validation by the TPA. The ADMINISTRATION acknowledges that the TPA is undertaking the process of validation and payment of those claims on behalf of the ADMINISTRATION and the TPA is not responsible in any manner for the liability and/or risk of pharmacy

coverage within the TPA responsibilities, other than for reasons solely attributable to TPA, its employees and agents.

The TPA will ensure compliance with the Prompt Payment Law, and document the payment to the ADMINISTRATION. In the event that the ADMINISTRATION could not deliver on time its authorization of the pre-check register of the claims to be paid to the providers; then the ADMINISTRATION will be fully responsible to pay the interests established by said Law and to respond for any adverse audit opinion in connection therewith.

Monthly TPA Administrative Fee Payments

The ADMINISTRATION, upon receipt of the monthly enrollment certification issued by the MIS Department of the ADMINISTRATION, shall pay the corresponding TPA Administrative fees within ten (10) working days of receipt of the certification, provided fund availability. If any problems arise with certification or the enrollment information submitted by SSS, the ADMINISTRATION has the right to waive such term and pay in the meantime the administrative fee equivalent to 90% of the prior month. Once the data is corrected, the ADMINISTRATION shall pay off the remaining 10% based on the number of enrollees enrolled or if less than the 90% amount that should have been paid, the ADMINISTRATION shall retain that amount from TPAs next month’s pmpm. The ADMINISTRATION will issue the corresponding payment accompanied by a certification of the covered enrollees adjusted.

The invoices submitted by TPA, as well as the aforementioned pre-check register, shall be certified in accordance with this Contract and any federal requirement. The certification must attest, based on best knowledge, information, and belief, as to the accuracy, completeness and truthfulness of the enrollment data, encounter data, and any other data required in this Contract.

TPA shall also certify that the services rendered have not been paid and the correction of the total amount billed, and shall include the following certification:

“ Bajo pena de nulidad absoluta certifico que ningún servidor público de ASES es parte o tiene algún interés en las ganancias o beneficios producto del contrato objeto de esta factura y, de ser parte o tener interés en las ganancias o beneficios productos del contrato, ha mediado una dispensa previa, la única consideración para suministrar los bienes o servicios objeto del contrato han sido el pago acordado con el representante autorizado de ASES. El importe de esta factura es justo y correcto. Los trabajos han sido realizados, los productos y servicios han sido entregados y/o prestados y no han sido pagados.”

[Under penalty of absolute nullity, I certify that no employee of THE ADMINISTRATION is a party to or has any interest in the payments or benefits arising from the Contract that underlies this invoice or, alternatively, that if an employee thereof is a party to or has an interest in the payments or benefits arising of said Contract, that the necessary waiver was obtained in connection hereto. The payment agreed upon with the appropriate, duly authorized representative of THE ADMINISTRATION constitutes the sole consideration for providing the services called for in the Contract. The amount billed in this invoice is just and correct. The services billed for in this invoice have been performed according to the Contract’s terms and have not been paid.”]

If the parties cannot agree, within ten (10) working days of the date of receipt of any invoice by the Administration, as to amounts payable, either for a particular claim or service item in the invoice, then, at the expiration of said ten (10) days term, the amounts billed for claims or other charges for which there is no controversy or objection for payment, shall become payable forthwith.

With respect to the amounts payable for claims or items in the invoice not agreed upon within ten (10) days from the receipt of the invoice by the Administration, the same shall be submitted to a reviewing committee, appointed by the ADMINISTRATION.

5.5 THIRD PARTY LIABILITY FOR PAYMENTS

1.		The ADMINISTRATION, TPA or HCO shall be the last payer to any other party liable in any claim for services to a enrollee, including but not limited to: Medicare; other TPA/HCOs or managed care organizations; health maintenance organizations; non-profit MCO’s operating under Law No. 152 of May 9, 1942, as amended; “Asociación de Maestros de Puerto Rico”; “Auxilio Mutuo de Puerto Rico”; medical plans sponsored by employee organizations, labor unions, and any other entity that results liable for the benefits claimed against the ADMINISTRATION or TPA/HCO for coverage to beneficiaries. It shall be TPA’s responsibility that applicable provisions of Law 72 of September 7, 1993 are enforced and that TPA acts as secondary payor to any other medical insurance.
2.		Co-insurance and deductible for Medicare Part B services provided on an outpatient basis by hospital clinics, other than physician services, will be considered as a covered bad debt reimbursement item under the Medicare programs cost. THE ADMINISTRATION will pay for co-insurance and co-payment related to the physician services provided as a Part B service through the capitation paid to the HCO, when services are accessed through the primary care physician.
3.		GHIP beneficiaries with Medicare A and B are eligible for enrollment in a Medicare Platino Plan contracted by THE ADMINISTRATION. If the enrollee elects to continue under the GHIP plan and move to a Medicare Advantage Plan, other than those contracted by THE ADMINISTRATION for Medicare Platino, the enrollee shall be responsible for the payment of premiums, co-pay and co insurance of the Medicare Advantage Plan. The HCO is responsible for coordinating with MCO’s the payments of those health services covered under the GHIP plan that are not covered under the Medicare Advantage Plan.

4.		To ensure access and availability of dialysis services for patients with End Stage Renal Disease (ESRD) that are eligible for Medicaid and Medicare, the co-payments and deductibles associated with these services are covered by the GHIP as follows:
		If the total amount of Medicare’s established liability for the services is:

	a)		Equal to or greater than the negotiated contract rate between the MCO and the provider for the services minus any Medicaid cost sharing requirements, the provider is not entitled to, and the MCO shall not pay, any additional amounts for the services.
	b)		Less than the negotiated contract rate between the MCO and the provider for the services minus any Medicaid cost sharing requirements, the provider is entitled to, and MCO will pay an amount which is the lesser of:

	1.		The Medicare cost sharing (deductibles and coinsurance) payment amount for which the Medicaid recipient is responsible under Medicare, or
	2.		An amount which represents the difference between (I) the negotiated contract rate between the MCO and the provider for the service minus any Medicaid cost sharing requirements and (ii) the established Medicare liability for the services.

5.		The ADMINISTRATION and TPA shall cooperate in the exchange of third party health insurance benefit information. The TPA will fully comply with the “Carta Normativa N-E-5-95-98” issued by the Office of the Insurance Commissioner of Puerto Rico and applicable HIPAA regulations provisions.
6.		The TPA/HCO, on behalf of the ADMINISTRATION shall make best efforts to determine if beneficiaries have third party coverage and utilize such coverage

		when applicable. The TPA shall be permitted to retain 100% of collections obtained from subrogation, to the extent of the risk assumed by the TPA and that of the participating providers at risk. The TPA shall share with at-risk providers the collections obtained, with respect to the commensurate risk borne by said party in proportion of the reimbursement collected . The TPA’s experience will be credited with the amount collected from the primary payer, once payment is made and the TPA/HCO recovers payments. If a provider detects that an enrollee has other health plan coverage not identified in the enrollee card, the provider should bill the primary payer and provide the third party coverage information to the TPA.
		The TPA must implement and execute an effective and diligent mechanism in order to assure the collection from primary payors of all benefits covered under this contract. Said program, mechanism and implementation methods shall be reported to the ADMINISTRATION as of the first date of effectiveness of this contract.
7.		The TPA/HCO must report quarterly to the ADMINISTRATION the amounts collected from third parties for health services provided in accordance with the standard format adopted by the ADMINISTRATION. Said reports must provide a detailed description of the enrollee ‘s name, contract number, third party payer name and address, date of service, diagnosis and provider’s name and address and identification number.
8.		The TPA shall develop specific procedures for the exchange of information, collection and reporting of other primary payer sources and to verify its own eligibility files for information on whether or not the enrollee has private health insurance with the TPA’s .
9.		THE TPA shall determine liability as a secondary payor, assuming there are no other third parties liable for payment for the services, with respect to services to

		beneficiaries covered under Medicaid for which Medicare is liable for payment as primary payor. If the total amount of Medicare’s established liability for the services is:
		(1) Equal to or greater than the negotiated contract rate between the TPA and the provider of the services minus any Medicaid cost-sharing requirements, the provider is not entitled to, and the TPA shall not pay, any additional sums for the services;
		(2) Less than the negotiated contract rate between the TPA and the provider of the services, minus any Medicaid cost-sharing requirements, the provider is entitled to, and the TPA shall pay an amount which shall be the lesser of:

			(i) the Medicaid cost-sharing (deductibles and coinsurance) payment amount for which the Medicaid recipient is responsible under Medicare; or
			(ii) an amount that represents the difference between (a) the negotiated contract rate between the TPA and the provider for the service minus any Medicaid cost-sharing requirements and (b) the established Medicare liability for the services .

10.

Failure of the TPA to comply with this Section 5.5 may, at the discretion of the ADMINISTRATION, constitute sufficient cause for the application of the penalty provisions under Section 8.

Section 6:
Records, Information Systems & Liaisons

6.1 General Record Confidentiality Provisions

Any individually identifiable health information of potential or actual enrollees held or disclosed in any form or medium to and by TPA, shall be confidential and shall be used and disclosed by TPA, HCO and/or its participating providers, all of which are covered entities under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), only for purposes connected with performance of the obligations contained in this Contract and in strict compliance with HIPAA’s privacy and security requirements, and any other applicable laws of the Commonwealth of Puerto Rico. Medical records and management information data necessary to provide medical care and quality, peer’s or enrollee’s grievance review of such medical care, and other treatment, payment and health care operations functions under this Contract concerning any enrollee shall be confidential and shall be disclosed within and outside the TPA’s organization, in accordance with HIPAA, Medicaid regulations and any other applicable laws of the Commonwealth of Puerto Rico.

The confidentiality provisions herein contained shall survive the termination of this Contract and shall bind TPA, HCO’s, and TRIPLE S’s participating providers as long as they maintain any protected health information relating to beneficiaries, as such term is defined by 45 CFR Parts 160 and 164.

TPA represents to the ADMINISTRATION that it has adopted and implemented the necessary physical, administrative and technical policies and procedures to safeguard the privacy, integrity and security of all protected health information related to this contract, as such term is defined under HIPAA as well as comply with the electronic transactions, security and privacy requirements of the HIPAA regulations as provided in 45CFR 160 and 142 et seg.

Disclosure of individually identifiable health information to any business associate as defined in 45 CFR 164.504(e) of the HIPAA regulations by TPA shall be subject to the legal obligations set forth therein.

6.2

COMPLIANCE AND AGREEMENTFOR INSPECTION OF RECORDS

Since funds from the Commonwealth Plan under Title XIX and Title XXI of the Social Security Act Medical Assistance Programs (Medicaid) and SCHIPS as well as from Title V of the Social Security Act are used to finance part of the GHIP, TPA/HCO shall agree to comply with the requirements and conditions of the Centers for Medicare and Medicaid Services (CMS), the Comptroller General of the United States, the Comptroller of Puerto Rico and the ADMINISTRATION, as to the maintenance of records related to this contract and audit rights thereof, as well as all other legal obligations, including, but not limited to, non-discrimination, coverage benefit eligibility as provided by the Puerto Rico State Plan and Law 72 of September 7, 1993, Anti-Fraud and Anti-Kickback laws. All disclosure obligations and access requirements set forth in this Article or any other Article shall be subject at all times, and to the extent mandated by law and regulation, to the HIPAA regulations described elsewhere in this Agreement.

The TPA/HCO and all participating providers, shall maintain an appropriate record system for services rendered to beneficiaries, including separate medical files and records for each enrollee necessary to record all clinical information, including notations of personal contacts, primary care visits, diagnostic studies and all other services. The TPA/HCO shall also maintain records to document fiscal activities and expenditures relating to compliance of this Agreement. The TPA/HCO and all participating providers shall preserve, and retain in readable, accessible form, the records mentioned herein during the term of this contract and for a period no less than six (6) years thereafter.

At all times during the term of this contract and for a period of no less than six (6) years thereafter, the TPA/HCO, and all participating providers shall provide the ADMINISTRATION, CMS, the Comptroller of Puerto Rico, the Comptroller General of the United States of America and/or their authorized representatives, reasonable access to all records related to the services provided, in compliance

of this Contract, for the purpose of examination, audit or copying of such records. The audits of such records include examination and review of the sources and applications of funds pursuant to this Contract. The TPA/HCO shall also permit inspection and audit by the ADMINISTRATION, CMS, the Comptroller of Puerto Rico, the Comptroller General of the United States of America and/or their authorized representatives of any financial record relating to the solvency of the TPA/HCO to bear the risk of potential financial losses in connection herewith.

The TPA/HCO shall be subject to annual external independent review of quality outcomes, timeliness of, and access to the services covered under the Contract. To that effect the ADMINISTRATION and TPA shall ensure that the HCOs and all participating providers and their subcontractors furnish to the ADMINISTRATION or the external independent review organization, at their respective discretion, reasonable on-site access to, and/or copies of, patient care records, as needed to evaluate quality of care.

The ADMINISTRATION and CMS shall have the right to inspect, evaluate, copy and audit any pertinent books, documents, papers and records of the TPA related to this Contract and those of any HCO or participating provider in order to evaluate the services performed, determination of amounts payable, reconciliation of benefits, liabilities and compliance with this Contract.

The TPA shall provide for the review of services offered (including both in-and out-patient services) covered by the plan for the purpose of determining whether such services meet professionally recognized standards of health care, including whether the services were provided in an appropriate setting. It shall also provide for review of the quality of services provided by random sampling of written complaints filed by beneficiaries or their representatives, and the results thereof.

The TPA agrees that the ADMINISTRATION and CMS may conduct inspections and evaluations, at all reasonable times, through on-site audits, systems tests, assessments, performance review and regular reports to assure the quality, appropriateness, timeliness and cost of services furnished to the beneficiaries.

The ADMINISTRATION and CMS have the right to inspect all of the TPA/HCO financial records related to this contract to assure that the ADMINISTRATION pays no more than its fair share of general overhead costs as contracted.

The TPA acknowledges the Administration’s authority to evaluate, through inspection or other means, the facilities of the TPA/HCO participating providers. All facilities shall comply with the applicable licensing and certification requirements established by regulations of the Department of Health of Puerto Rico. It shall be the TPA’s responsibility to ascertain that all facilities contracting with TPA comply with the required licensing and certification regulations, and to terminate the contract of any facility not in compliance therewith.

Failure to adequately monitor the licensing and certification of facilities may result in the termination of this Contract as provided in Section 8.12.

The TPA/HCO and participating providers agree that the ADMINISTRATION’s right s to inspect, evaluate, copy and audit records shall survive the termination of this Contract for a period of six (6) years from said termination date unless:

	a)		The ADMINISTRATION determines there is a special need to retain a particular record or group of records for a longer period and so notifies TPA at least thirty (30) days before the normal record disposition date;
	b)		There has been a termination, dispute, fraud, or similar fault, in which case the retention may be extended to three (3) years from the date of any resulting final settlement;
	c)		The ADMINISTRATION determines that there is a reasonable possibility of fraud, in which case it may reopen a final settlement at any time; or

d)

There has been an audit intervention by CMS, the office of the Comptroller of Puerto Rico, the Comptroller General of the United States or the ADMINISTRATION, in which case the retention may be extended until the conclusion of the audit and publication of the final report thereof.

6.3

INFORMATION SYSTEMS AND REPORTING REQUIREMENTS

1.		The TPA shall be responsible for the data collection and other statistics of all services provided including, but not limited to, encounter and real cost per service, claims services and any other pertinent data from all HCOs, participating providers or any other entity that provides services to GHIP beneficiaries. Consistent with 42 CFR 438. 242(b)(2) , the TPA shall ensure that data received from providers is accurate and complete by: (1) verifying the accuracy and timeliness of reported data; (2) screening the data for completeness, logic and consistency; and (3) collecting service information in standardized formats to the extent feasible, appropriate and as set forth herein. The data must be classified by provider, enrollee, diagnosis, procedure and service rendering date. TPA shall also provide information on utilization, grievances and appeals and disenrollment for other than loss of Medicaid eligibility. Said data must be forwarded to the ADMINISTRATION on a monthly basis in electronic or machine readable media format. The data fields and specific data elements required to be transmitted are contained in the document titled “Carrier to THE ADMINISTRATION Data Submissions, New File Layouts,” which defines files for the delivery of data in claims, services, provider, IPA and capitation files, already provided to the TPA. The ADMINISTRATION reserves the right to modify, expand or delete the requirements contained therein or issue new requirements, subject to consultation with the TPA and cost negotiation, if necessary.
		Accordingly, the TPA must submit to the ADMINISTRATION a Systems Requirements Inventory Report detailing the following:

a)

Plan’s compliance with each information system requirement;

	b)		Action plan of TPA’s response to the requirements;
	c)		Actual date that each system requirement will be completely operational, not to exceed the effective date of coverage under this contract.

2.		The TPA shall submit to the ADMINISTRATION the System Inventory Report for final approval not later than the date of the signing of this Contract.
3.		All Management Information Systems Requirements shall be fully operational as of the first day of coverage under this Contract and shall remain as such for the duration of the Contract. TPA’s noncompliance with this requirement shall trigger cancellation of this Contract.
4.		The TPA shall collect and report to the ADMINISTRATION or, upon request, to CMS, all required data and information in electronic or machine readable media commencing on the effective date of coverage of this Contract.

5.		The information systems of all HCOs shall be compatible with the systems in use by the TPA.
6.		The TPA shall supply, on a daily basis, eligibility information to the HCOs and, upon request, to all participating providers. Said information shall be secured through on-line access with the TPA.
		EXCHANGE OF DATA REPORTS AND OTHER INFORMATION
		The ADMINISTRATION will make available a secure FTP server, accessible via the Internet, for receipt of electronic files and reports from the TPA. The TPA will provide a similar system for the ADMINISTRATION to transmit files and reports deliverable by the ADMINISTRATION to the TPA. When such systems are not operational, the ADMINISTRATION and the TPA with agree mutually on alternate methods for file exchange.
		TPA agrees to submit to the ADMINISTRATION, in such form and detail as indicated in the “Carrier to THE ADMINISTRATION Data Submissions, New File Layouts” document, and any other formats the ADMINISTRATION may require, the following information, in the timeframes specified herein:

a)

On a Daily basis

•

Enrollment data

b)

Within five (5) calendar days of the end of each month

•

Data pertaining to health insurance services provided to beneficiaries in the form of files for Services, Claims, Providers, IPAs/HCOs, Capitation Payments and Administrative Expenses. Such files will be submitted according to the latest version of the “Carrier to THE ADMINISTRATION Data Submissions, New File Layouts” document in effect at the time of the submission.

c)

As required by the ADMINISTRATION:

•

Any other reports or data that the ADMINISTRATION may require after consultation and negotiation with TPA.

The ADMINISTRATION will deliver data to the TPA, according to the layouts defined by the ADMINISTRATION for the following information in the timeframes specified herein:

d)

On a Daily basis

•

Enrollment rejects and errors

e)

On Daily and Monthly Basis

•

Eligibility data (including the incorporation of enrollment information).

f)

On a Monthly basis:

	•		Payment of Premiums/Administrative Fees
	•		Error Return files and Processing Summary reports for monthly files submitted by TPA under b) above.

		The TPA will update its system with eligibility data delivered to the TPA within one (1) business day of receipt.
		Files that record the enrollment or changes in enrollment of a member in the TPA must be delivered to the ADMINISTRATION by the first business day following the enrollment of the member or change of enrollment status of the member.

CLAIMS AND ENCOUNTERS: All files that report Claims, Services, Providers, IPAs/HCOs, Capitation and Administrative expenses according to the “Carrier to

THE ADMINISTRATION Data Submissions, New File Layouts” document must be submitted to the ADMINISTRATION by the fifth (5 th ) day of the month following the month being reported, or as required by the ADMINISTRATION. Files delivered by the TPA will be rejected if the ADMINSTRATION cannot process them for validation. Files will be validated and, to be accepted, must not exceed 1% (one percent) of records in error. Files which are rejected for failing the error threshold must be corrected and re-submitted in their entirety. Files for any month’s deliverables will not be accepted by the ADMINISTRATION if a rejected file from a prior month remains outstanding. On accepted files, the ADMINISTRATION will report records with errors to the TPA and such records must be corrected and such corrected records must be included in the next month’s file.

Failure to deliver files on a timely basis, the ADMINISTRATION’s rejection of delivered files as described above, failure by the TPA to correct and resubmit previously rejected files or failure by the TPA to correct records reported in error, shall constitute failures to comply with this Agreement and shall be sufficient cause for the imposition on the TPA of the penalties provided for in Section 8.

7.		The TPA agrees to report to the ADMINISTRATION on a daily basis all information pertaining to enrollment, disenrollment, and other enrollee transactions as required by the ADMINISTRATION. All records shall be transmitted: 1) through approved ADMINISTRATION systems contractors; or 2) over data transmission lines directly to the ADMINISTRATION; or 3) on machine readable media. All machine readable media or electronic transmissions shall be consistent with the relevant ADMINISTRATION’s record layouts and specifications.
9.		The TPA will submit to the ADMINISTRATION on a quarterly basis reports and data generated electronically that permits the ADMINISTRATION’s:

	a.		Evaluation of the effectiveness of the delivery of services by providers and the adequacy of these services.
	b.		Monitoring and evaluation of the efficiency and propriety of the services that are being received by the beneficiaries and their dependents.
	c.		Comparison of experience with that of other providers.
	d.		Comparison of health care services utilization and cost tendencies within the community and the group that renders service.
	e.		Demonstration of how the quality of care is being improved for the enrollee and their dependents.
	f.		Comparison of TPA’s administrative measures agreed upon benchmarks evaluates the progress towards constant improvement.
	g.		Compliance with the information requirements and reports of Federal Programs such as: Title II of the Health Insurance Portability and Accountability Act; Title IV-B Part 1 and 2, Title IV-E, Title V, Title XIX, and Title XXI of the Social Security Act; applicable state laws such as the Child Abuse Act (“Ley de Maltrato de Menores”), Public Law 75 of May 28,1980; the Protection and Assistance to Victims and Witnesses Act (“Ley de Protección y Asistencia a Víctimas de Delitos y Testigos”), Public Law 77 of July 9,1986, and any other federal or state applicable information requirements.
	h.		Evaluation of each service provided with separate identification by enrollee, provider, diagnosis, diagnostic code, procedure code, date and place of service. The provider must be identified by his/her/its provider’s identification number or his/her/its social security account/employer identification number.

10.		The TPA shall provide the ADMINISTRATION with a uniform system for data collection.
11.		The TPA’S Information Systems must provide a continuous flow of information to measure the quality of services rendered to beneficiaries. The purpose of these

systems must be to assist the ADMINISTRATION and the TPA in achieving continuous improvement in service quality and cost-effectiveness.

12.		TPA’s daily reports are due by the end of the following business day. Weekly reports are due on the first business day of the following week. Monthly reports are due twenty-five (25) days after the end of each month. Quarterly reports are due thirty (30) days after the end of each quarter. Said reports shall be delivered to the Information System Office.
13.		The TPA must report to the Administration, on a monthly basis, all cancellations and disenrollments of providers. Said information shall be delivered on or before the 10 th day of the next month.
14.		The TPA shall coordinate the enrollment of beneficiaries.
15.		The TPA shall assure adequate and efficient operation of information systems and should obtain adequate insurance against economic loss due to system failure or data loss.
16.		In order to ensure that all enrollee encounters are registered and recorded, the TPA shall conduct audits of statistical samples and unannounced personal audits of the HCOs’ and participating provider’s facilities to assure that medical records conform with the encounter reported; corrective measures will be taken in case of any violation of the TPA’s regulations regarding encounter registration and reporting. The TPA shall provide quarterly reports to the ADMINISTRATION of all findings and corrective measures, if any, taken with respect to regulation violations.
17		The TPA shall guarantee the following:

a.

The security and integrity of the information and communication systems through:

	1.		Regular Backups on a daily basis
	2.		Controlled Access to the physical plant
	3.		Control logical access to information systems
	4.		Verification of the accuracy of the data and information

b.

The continuity of services through:

	1.		Regular maintenance of the systems, programs and equipment
	2.		A staff of duly trained personnel
	3.		An established and proven system of Disaster Recovery
	4.		Cost Effective systems.

	c.		Identification of the enrollee via the use of plastic cards.
	d.		Automated system of communication with statistics of the management of calls (Occurrence of busy lines, etc.)
	e.		A comprehensive health insurance claim processing system to handle receiving, processing and payment of claims and encounters.
	f.		Analysis/Control of utilization (The TPA must provide said analysis to the ADMINISTRATION on a monthly basis in the format outlined by the ADMINISTRATION):

	1.		by patient/family
	2.		by region, area/region town, (zip codes)
	3.		by provider (provider’s identification number or social security account numbers)
	4.		by diagnosis
	5.		by procedure or service
	6.		by date of service

	g.		System of Control for claims payment that includes payment history.
	h.		Computerized pharmacy system that permits its integration to the procedures for payment to providers.
	i.		Outcome Analysis.
	j.		Electronic creation of data files related to mortality, morbidity, and vital statistics.
	k.		Integration to central systems

	1.		Procedures and communications protocol compatibility;
	2.		Ability to transmit reports and/or files via electronic means.

l.

Electronic Handling of:

	1.		The process of Admission to hospitals and ambulatory services
	2.		Verification of eligibility and subscription to the plan
	3.		Verification of benefits
	4.		Verification of Financial information (Deductibles, Co-payments, etc.)
	5.		Verification of individual demographic data
	6.		Coordination of Benefits.

	m.		Computerized applications for general accounting.
	n.		As to HCOs and all Participating Providers the information system shall provide for:

	1.		On line access to service history for each enrollee.
	2.		Register of diagnosis and procedures for each service rendered.
	3.		Complete demography on line, including the aspect of coverage and financial responsibility of the patient.
	4.		Individual and family transactions

	5.		Annotations on line (General notes such as allergies, reminders or other clinical aspects (free form)
	6.		Analysis of activity by:

	a.		department
	b.		provider
	c.		diagnosis
	d.		procedures
	e.		age
	f.		sex
	g.		origin
	h.		others, as mutually agreed upon.