exv10w2






Exhibit 10.2




					
	 	 	 	 	 
	 
	 	Contractual Document (CD)
	 	






Responsible Office: HHSC Office of General Counsel (OGC)




			
	 	 	 
	Subject: HHSC Managed Care Contract
	 	HHSC Contract No. 529-06-0280-00002-M






Part 1: Parties to the Contract:



This Contract Amendment (the “Amendment”) is between the Texas Health and Human Services
Commission (HHSC), an administrative agency within the executive department of the State of
Texas, having its principal office at 4900 North Lamar Boulevard, Austin, Texas 78751, and
Amerigroup Texas, Inc. (HMO) a corporation organized under the laws of the State of
Texas, having its principal place of business at: 2505 N. Highway
360, Suite 300, Grand
Prairie, Texas 75050. HHSC and HMO may be referred to in this Amendment individually as a
“Party” and collectively as the “Parties.”



The Parties hereby agree to amend their original contract, HHSC contract number
529-06-0280-00002 (the “Contract”) as set forth herein. The Parties agree that the terms of
the Contract will remain in effect and continue to govern except to the extent modified in
this Amendment.



This Amendment is executed by the Parties in accordance with the authority granted in
Attachment A to the HHSC Managed Care Contract document, “HHSC Uniform Managed Care Contract
Terms & Conditions,” Article 8, “Amendments and Modifications.”




	 	 	 	 	 
	Part
2: Effective Date of Amendment: 
	 	Part 3: Contract Expiration Date
	 	Part 4: Operational Start Date:
	 
	 	 	 	 
	September 1, 2009

	 	August 31, 2010
	 	STAR and CHIP HMOs: September 1, 2006
	 

	 	 	 	STAR+PLUS HMOs: February 1, 2007
	 

	 	 	 	CHIP Perinatal HMOs: January 1, 2007






Part 5: Project Managers:




	 	 	 
	HHSC:

	 	HMO:
	 
	 	 
	Scott Schalchlin

	 	Aileen McCormick
	Director, Health Plan Operations

	 	Amerigroup Texas, Inc.
	11209 Metric Boulevard, Building H

	 	3800 Buffalo Speedway, Suite 400
	Austin, Texas 78758

	 	Houston, Texas 77098
	Phone: 512-491-1866

	 	Phone: 713-218-5101
	Fax: 512-491-1969

	 	Fax: 713-218-8692
	 
	 	 
	 

	 	E-mail: amccorm@amerigroupcorp.com






Part 6: Deliver Legal Notices to:




	 	 	 
	HHSC:

	 	HMO:
	 
	 	 
	General Counsel

	 	Amerigroup Texas, Inc.
	4900 North Lamar Boulevard, 4th Floor

	 	3800 Buffalo Speedway, Suite 400
	Austin, Texas 78751

	 	Houston, Texas 77098
	Fax: 512-424-6586

	 	Fax: 713-218-8692






Part 7: HMO Programs and Service Areas:



This
Contract applies to the following HHSC HMO Programs and Service Areas (check all that
apply). All references in the Contract Attachments to HMO Programs or Service Areas that are not
checked are superfluous and do not apply to the HMO.






 









 








					
	 	 	 	 	 
	 
	 	Contractual Document (CD)
	 	






Responsible Office: HHSC Office of General Counsel (OGC)




			
	 	 	 
	Subject: HHSC Managed Care Contract
	 	HHSC Contract No. 529-06-0280-00002-M






þ Medicaid STAR HMO Program




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Service Areas:
	 	o
	 	Bexar
	 	o
	 	Lubbock
	 

	 	 	 	þ
	 	Dallas
	 	þ
	 	Nueces
	 

	 	 	 	o
	 	El Paso
	 	þ
	 	Tarrant
	 

	 	 	 	þ
	 	Harris
	 	þ
	 	Travis





See Attachment B-6, “Map of Counties with HMO Program Service Areas,” for listing of
counties included within the STAR Service Areas.




þ Medicaid STAR+PLUS HMO Program




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Service Areas:
	 	þ
	 	Bexar
	 	o
	 	Nueces
	 

	 	 	 	þ
	 	Harris
	 	þ
	 	Travis





See Attachment B-6.1, “Map of Counties with STAR+PLUS HMO Program Service Areas,” for
listing of counties included within the STAR+PLUS Service Areas.




þ CHIP HMO Program




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Core Service Areas:
	 	o
	 	Bexar
	 	þ
	 	Nueces
	 

	 	 	 	þ
	 	Dallas
	 	þ
	 	Tarrant
	 

	 	 	 	o
	 	El Paso
	 	o
	 	Travis
	 

	 	 	 	þ
	 	Harris
	 	o
	 	Webb
	 

	 	 	 	o
	 	Lubbock	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Optional Service Areas:
	 	o
	 	Bexar
	 	o
	 	Lubbock
	 

	 	 	 	o
	 	El Paso
	 	o
	 	Nueces
	 

	 	 	 	o
	 	Harris
	 	o
	 	Travis





See Attachment B-6, “Map of Counties with HMO Program Service Areas,” for listing of
counties included within the CHIP Core Service Areas and CHIP Optional Service Areas.




þ CHIP Perinatal Program




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Core Service Areas:
	 	o
	 	Bexar
	 	o
	 	Nueces
	 

	 	 	 	o
	 	Dallas
	 	þ
	 	Tarrant
	 

	 	 	 	o
	 	El Paso
	 	o
	 	Travis
	 

	 	 	 	o
	 	Harris
	 	o
	 	Webb
	 

	 	 	 	o
	 	Lubbock	 	 	 	 







 









 








					
	 	 	 	 	 
	 
	 	Contractual Document (CD)
	 	






Responsible Office: HHSC Office of General Counsel (OGC)




			
	 	 	 
	Subject: HHSC Managed Care Contract
	 	HHSC Contract No. 529-06-0280-00002-M






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Optional Service Areas:
	 	o
	 	Bexar
	 	o
	 	Lubbock
	 

	 	 	 	o
	 	El Paso
	 	o
	 	Nueces
	 

	 	 	 	o
	 	Harris
	 	o
	 	Travis





See Attachment B-6.2, “Map of Counties with CHIP Perinatal HMO Program Service Areas,” for a
list of counties included within the CHIP Perinatal Service Areas.




Part 8: Payment



Part 8 of the HHSC Managed Care Contract document,
“Payment,” is modified to add the capitation
rates for Rate Period 4.




þ
Medicaid STAR HMO PROGRAM



Capitation: See Attachment A, “HHSC Uniform Managed Care Contract Terms and Conditions,”
Article 10, for a description of the Capitation Rate-setting methodology and the Capitation
Payment requirements for the STAR Program. The following Rate Cells and Capitation Rates will
apply to Rate Period 4:




******REDACTED******




þ Medicaid STAR+PLUS HMO Program



Capitation: See Attachment A, “HHSC Uniform Managed Care Contract Terms and Conditions,”
Article 10, for a description of the Capitation Rate-setting methodology and the Capitation
Payment requirements for the STAR+PLUS Program. The following Rate Cells and Capitation Rates will
apply to Rate Period 4:




******REDACTED******




þ CHIP HMO PROGRAM



Capitation: See Attachment A, “HHSC Uniform Managed Care Contract Terms and Conditions,”
Article 10, for a
description of the Capitation Rate-setting methodology and the Capitation Payment requirements
for the CHIP Program. The following Rate Cells and Capitation Rates will apply to Rate Period
4:




******REDACTED******




 









 





					
	 	 	 	 	 
	 
	 	Contractual Document (CD)
	 	






Responsible Office: HHSC Office of General Counsel (OGC)




			
	 	 	 
	Subject: HHSC Managed Care Contract
	 	HHSC Contract No. 529-06-0280-00002-M






þ CHIP Perinatal Program



Capitation: See Attachment A, “HHSC Uniform Managed Care Contract Terms and Conditions,”
Article 10, for a description of the Capitation Rate-setting methodology and the Capitation
Payment requirements for the CHIP Perinatal Program.




******REDACTED******




Part 9: Contract Attachments:



Modifications
to Part 9 of the HHSC Managed Care Contract document, “Contract Attachments,” are
italicized
below:



A: HHSC Uniform Managed Care Contract Terms & Conditions — Version 1.12 is replaced with Version
1.13



B: Scope of Work/Performance Measures — Version 1.12 is replaced with Version 1.13 for all
attachments, except if noted.





	 	 	 	B-1: HHSC RFP 529-04-272, Sections 6-9
	 
	 	 	 	B-2: Covered Services






	 	 	 	B-2.1 STAR+PLUS Covered Services
	 
	 	 	 	B-2.2 CHIP Perinatal Program Covered Services






	 	 	 	B-3: Value-added Services






	 	 	 	B-3.1 STAR+PLUS Value-added Services
	 
	 	 	 	B-3.2 CHIP Perinatal Program Value-added Services






	 	 	 	B-4: Performance Improvement Goals






	 	 	 	B-4.1 SFY 2008 Performance Improvement Goals






	 	 	 	B-5: Deliverables/Liquidated Damages Matrix
	 
	 	 	 	B-6: Map of Counties with STAR and CHIP HMO Program Service Areas






	 	 	 	B-6.1 STAR+PLUS Service Areas
	 
	 	 	 	B-6.2 CHIP Perinatal Program Service Areas






	 	 	 	B-7: STAR+PLUS Attendant Care Enhanced Payment Methodology





C: HMO’s Proposal and Related Documents





	 	 	 	C-1: HMO’s Proposal
	 
	 	 	 	C-2: HMO Supplemental Responses
	 
	 	 	 	C-3: Agreed Modifications to HMO’s Proposal





 









 





					
	 	 	 	 	 
	 
	 	Contractual Document (CD)
	 	






Responsible Office: HHSC Office of General Counsel (OGC)




			
	 	 	 
	Subject: HHSC Managed Care Contract
	 	HHSC Contract No. 529-06-0280-00002-M






Part 10: Special Provision for Nueces Service Area



Attachment A, Section 10.04 is amended to include sub-part (b) as follows:



Section 10.04(b) added by Version 1.8



(b) In
addition to the reasons set forth in Section 10.04(a), the Parties expressly understand and
agree that HHSC may, at any time, unilaterally adjust the Rate Period 2 STAR Program Capitation
Rates for the Nueces Service Area. HHSC is entitled to unilaterally adjust such rates,
prospectively and/or retrospectively, if it determines that: (1) the cumulative Rate Period 2
Encounter Data for all HMOs in the Nueces Service Area does not support the Capitation Rates; or
(2) economic factors in the Nueces Service Area significantly and measurably impact providers or
the delivery of Covered Services to Members. For adjustments made pursuant to this Section
10.04(b), HHSC will provide written notice at least ten (10) Business Days before: (1) the
effective date of a prospective adjustment; (2) offsetting Capitation Payments to recover
retrospective adjustments. Any adjustments to the Rate Period 2 Capitation Rates must meet the
actuarial soundness requirements of Attachment A, Section 10.03, “Certification of Capitation
Rates.”




Part 11: Signatures:



The Parties have executed this Contract Amendment in their capacities as stated below with
authority to bind their organizations on the dates set forth by their signatures. By signing this
Amendment, the Parties expressly understand and agree that this Amendment is hereby made part of
the Contract as though it were set out word for word in the Contract.




	 	 	 	 	 
	Texas Health and Human Services Commission	 	Amerigroup Texas, Inc.	 	 
	 
	 	 	 	 
	
 


	 	
 

	 	 
	Charles E. Bell, M.D.

	 	By: Aileen McCormick	 	 
	 
	 	 	 	 
	Deputy Executive Commissioner for Health Services

	 	Title: President and CEO	 	 
	 
	 	 	 	 
	Date: 08/21/09

	 	Date: 7/30/09