Exhibit 10.25





Exhibit 10.25




Contract with Eligible Medicare Advantage (MA) Organization Pursuant to

Sections 1851 through 1859 of the Social Security Act for the Operation

of a Medicare Advantage Coordinated Care Plan(s)




CONTRACT (#H2165)




Between




Centers for Medicare & Medicaid Services (hereinafter referred to as CMS)




and




HealthSpring Life & Health Insurance Company Inc.

(hereinafter referred to as the MA Organization)




CMS and the MA Organization, an entity which has been determined to be an eligible Medicare
Advantage Organization by the Administrator of the Centers for Medicare & Medicaid Services under
42 CFR 422.503, agree to the following for the purposes of sections 1851 through 1859 of the Social
Security Act (hereinafter referred to as the Act):



(NOTE: Citations indicated in brackets are placed in the text of this contract to note the
regulatory authority for certain contract provisions. All references to Part 422 are to 42 CFR Part
422.)



You must check off AND initial each required Addendum type to reflect the coverage
offered under the H (or R) number associated with this contract



	 	 	 	 	 
	Addendum Type	 	Initials
	 
	X

	 	Part D Addendum	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	EGWP ( “800 Series”) MA-PD Addendum	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	EGWP (“800 Series”) MA-Only Addendum	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Variances/Waivers (Provided directly to
Demonstration Organizations by CMS)	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Regional Preferred Provider
Organization Addendum (Provided Directly to RPPOs by CMS)	 	 
	 

	 	 	 	 
	 

	 	 	 	 






Final August 21, 2009



 


 









 





Article I




Term of Contract




The term of this contract shall be from the date of signature by CMS’ authorized representative
through December 31, 2010, after which this contract may be renewed for successive one-year periods
in accordance with 42 CFR 422.505(c) and as discussed in Paragraph A in Article VII below.
[422.505]



This contract governs the respective rights and obligations of the parties as of the effective date
set forth above, and supersedes any prior agreements between the MA Organization and CMS as of such
date. MA organizations offering Part D also must execute an Addendum to the Medicare Managed Care
Contract Pursuant to Sections 1860D-1 through 1860D-42 of the Social Security Act for the Operation
of a Voluntary Medicare Prescription Drug Plan (hereafter the “Part D Addendum”). For MA
Organizations offering MA-PD plans, the Part D Addendum governs the rights and obligations of the
parties relating to the provision of Part D benefits, in accordance with its terms, as of its
effective date.



Article II




Coordinated Care Plan




A. The Medicare Advantage Organization agrees to operate one or more coordinated care plans as
defined in 42 CFR 422.4(a)(1)(iii)), including at least one MA-PD plan as required under 42 CFR
422.4(c), as described in its final Plan Benefit Package (PBP) bid submission (benefit and price
bid) proposal as approved by CMS and as attested to in the Medicare Advantage Attestation of
Benefit Plan and Price, and in compliance with the requirements of this contract and applicable
Federal statutes, regulations, and policies (e.g., policies as described in the Call Letter,
Medicare Managed Care Manual, etc.).



B. Except as provided in paragraph (C) of this Article, this contract is deemed to incorporate any
changes that are required by statute to be implemented during the term of the contract and any
regulations or policies implementing or interpreting such statutory provisions.



C. CMS will not implement, other than at the beginning of a calendar year, requirements under 42
CFR Part 422 that impose a new significant cost or burden on MA organizations or plans, unless a
different effective date is required by statute. [422.521]



D. This contract is in no way intended to supersede or modify 42 CFR, Part 422. Failure to
reference a regulatory requirement in this contract does not affect the applicability of such
requirements to the MA organization and CMS.



E. The MA organization must comply with all applicable requirements as described in CMS regulations
and guidance implementing the Medicare Improvements for Patients and Providers Act of 2008.



Article III




Functions To Be Performed By Medicare Advantage Organization




A. PROVISION OF BENEFITS




1. The MA Organization agrees to provide enrollees in each of its MA plans the basic benefits as
required under §422.101 and, to the extent applicable, supplemental benefits under §422.102 and as
established in the MA Organization’s final benefit and price bid proposal as approved by CMS and
listed in the MA Organization Plan Attestation of Benefit Plan and Price, which is attached to this
contract. The MA Organization agrees to provide access to such benefits as required under subpart C
in a manner consistent
with professionally recognized standards of health care and according to the access standards
stated in §422.112.



Final August 21, 2009



 


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2. The MA Organization agrees to provide post-hospital extended care services, should an MA
enrollee elect such coverage, through a skilled nursing home facility according to the requirements
of section 1852(1) of the Act and §422.133. A skilled nursing home facility is a facility in which
an MA enrollee resided at the time of admission to the hospital, a facility that provides services
through a continuing care retirement community, a facility in which the spouse of the enrollee is
residing at the time of the enrollee’s discharge from the hospital, or hospital, or wherever the
enrollee resides immediately before admission for extended care services. [422. 133; 422.504(a)(3)]



B. ENROLLMENT REQUIREMENTS




1. The MA Organization agrees to accept new enrollments, make enrollments effective, process
voluntary disenrollments, and limit involuntary disenrollments, as provided in subpart B of part
422.



2. The MA Organization shall comply with the provisions of §422.110 concerning prohibitions against
discrimination in beneficiary enrollment, other than in enrolling eligible beneficiaries in a
CMA-approved special needs plan that exclusively enrolls special needs individuals as consistent
with §§422.2, 422.4(a)(1)(iv) and 422.52. [422.504(a)(2)]



C. BENEFICIARY PROTECTIONS




1. The MA Organization agrees to comply with all requirements in subpart M of part 422, governing
coverage determinations, grievances, and appeals. [422.504(a)(7)]



2. The MA Organization agrees to comply with the confidentiality and enrollee record accuracy
requirements in §422.118.



3. Beneficiary Financial Protections. The MA Organization agrees to comply with the
following requirements:



(a) Each MA Organization must adopt and maintain arrangements satisfactory to CMS to protect
its enrollees from incurring liability for payment of any fees that are the legal obligation of the
MA Organization. To meet this requirement the MA Organization must—



(i) Ensure that all contractual or other written arrangements with providers prohibit the
Organization’s providers from holding any beneficiary enrollee liable for payment of any fees that
are the legal obligation of the MA Organization; and



(ii) Indemnify the beneficiary enrollee for payment of any fees that are the legal obligation
of the MA Organization for services furnished by providers that do not contract, or that have not
otherwise entered into an agreement with the MA Organization, to provide services to the
organization’s beneficiary enrollees. [422.504(g)(1)]



(b) The MA Organization must provide for continuation of enrollee health care benefits—


(i) For all enrollees, for the duration of the contract period for which CMS payments have
been made; and



(ii) For enrollees who are hospitalized on the date its contract with CMS terminates, or, in the
event of the MA Organization’s insolvency, through the date of discharge. [422.504(g)(2)]



Final August 21, 2009







 


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(c) In meeting the requirements of this section (C), other than the provider contract
requirements specified in paragraph (C)(3)(a) of this Article, the MA Organization may use—



(i) Contractual arrangements;



(ii) Insurance acceptable to CMS;



(iii) Financial reserves acceptable to CMS; or



(iv) Any other arrangement acceptable to CMS. [422.504(g)(3)]



D. PROVIDER PROTECTIONS




1. The MA Organization agrees to comply with all applicable provider requirements in 42 CFR Part
422 Subpart E, including provider certification requirements, anti-discrimination requirements,
provider participation and consultation requirements, the prohibition on interference with provider
advice, limits on provider indemnification, rules governing payments to providers, and limits on
physician incentive plans. [422.504(a)(6)]



2. Prompt
Payment.



(a) The MA Organization must pay 95 percent of “clean claims” within 30 days of receipt if
they are claims for covered services that are not furnished under a written agreement between the
organization and the provider.



(i) The MA Organization must pay interest on clean claims that are not paid within 30 days in
accordance with sections 1816(c)(2) and 1842(c)(2) of the Act.



(ii) All other claims from non-contracted providers must be paid or denied within 60 calendar
days from the date of the request. [422.520(a)]



(b) Contracts or other written agreements between the MA Organization and its providers must
contain a prompt payment provision, the terms of which are developed and agreed to by both the MA
Organization and the relevant provider. [422.520(b)]



(c) If CMS determines, after giving notice and opportunity for hearing, that the MA
Organization has failed to make payments in accordance with subparagraph (2)(a) of this section,
CMS may provide—



(i) For direct payment of the sums owed to providers; and



(ii) For appropriate reduction in the amounts that would otherwise be paid to the MA
Organization, to reflect the amounts of the direct payments and the cost of making those payments.
[422.520(c)]



E. QUALITY IMPROVEMENT PROGRAM




1. The MA Organization agrees to operate, for each plan that it offers, an ongoing quality
improvement program as stated in accordance with Section 1852(e) of the Social Security Act and 42
CFR 422.152.


 


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2. Chronic Care Improvement Program




(a) Each MA organization must have a chronic care improvement program and must establish
criteria for participation in the program. The CCIP must have a method for identifying enrollees
with multiple or
sufficiently severe chronic conditions who meet the criteria for participation in the program
and a mechanism for monitoring enrollees’ participation in the program.



(b) Plans have flexibility to choose the design of their program; however, in addition to
meeting the requirements specified above, the CCIP selected must be relevant to the plan’s MA
population. MA organizations are required to submit annual reports on their CCIP program to CMS.



3. Performance Measurement and Reporting: The MA Organization shall measure performance
under its MA plans using standard measures required by CMS, and report (at the organization level)
its performance to CMS. The standard measures required by CMS during the term of this contract will
be uniform data collection and reporting instruments, to include the Health Plan and Employer Data
Information Set (HEDIS), Consumer Assessment of Health Plan Satisfaction (CAHPS) survey, and Health
Outcomes Survey (HOS). These measures will address clinical areas, including effectiveness of care,
enrollee perception of care and use of services; and non-clinical areas including access to and
availability of services, appeals and grievances, and organizational characteristics.
[422.152(b)(1), (e)]



4. Utilization Review:



(a) An MA Organization for an MA coordinated care plan must use written protocols for
utilization review and policies and procedures must reflect current standards of medical practice
in processing requests for initial or continued authorization of services and have in effect
mechanisms to detect both underutilization and over utilization of services. [422.152(b)]



(b) For MA regional preferred provider organizations (RPPOs) and MA local preferred provider
organizations (PPOs) that are offered by an organization that is not licensed or organized under
State law as an HMOs, if the MA Organization uses written protocols for utilization review, those
policies and procedures must reflect current standards of medical practice in processing requests
for initial or continued authorization of services and include mechanisms to evaluate utilization
of services and to inform enrollees and providers of services of the results of the evaluation.
[422.152(e)]



5. Information Systems:



(a) The MA Organization must:



(i) Maintain a health information system that collects, analyzes and integrates the data
necessary to implement its quality improvement program;



(ii) Ensure that the information entered into the system (particularly that received from
providers) is reliable and complete;



(iii) Make all collected information available to CMS. [422.152(f)(1)]



6. External Review




The MA Organization will comply with any requests by Quality Improvement Organizations to review
the MA Organization’s medical records in connection with appeals of discharges from hospitals,
skilled nursing facilities, and home health agencies.



F. COMPLIANCE PLAN




The MA Organization agrees to implement a compliance plan in accordance with the requirements of
§422.503(b)(4)(vi). [422.503(b)(4)(vi)]


 


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G. COMPLIANCE DEEMED ON THE BASIS OF ACCREDITATION




CMS may deem the MA Organization to have met the quality improvement requirements of §1852(e) of
the Act and §422.152, the confidentiality and accuracy of enrollee records requirements of §1852(h)
of the Act and §422.118, the anti-discrimination requirements of §1852(b) of the Act and §422.110,
the access to services requirements of §1852(d) of the Act and §422.112, and the advance directives
requirements of §1852(i) of the Act and §422.128, the provider participation requirements of
§1852(j) of the Act and 42 CFR Part 422, Subpart F, and the applicable requirements described in
§423.165, if the MA Organization is fully accredited (and periodically reaccredited) by a private,
national accreditation organization approved by CMS and the accreditation organization used the
standards approved by CMS for the purposes of assessing the MA Organization’s compliance with
Medicare requirements. The provisions of §422.156 shall govern the MA Organization’s use of deemed
status to meet MA program requirements.



H. PROGRAM INTEGRITY




1. The MA Organization agrees to provide notice based on best knowledge, information, and belief to
CMS of any integrity items related to payments from governmental entities, both federal and state,
for healthcare or prescription drug services. These items include any investigations, legal actions
or matters subject to arbitration brought involving the MA Organization (or MA Organization’s firm
if applicable) and its subcontractors (excluding contracted network providers), including any key
management or executive staff, or any major shareholders (5% or more), by a government agency
(state or federal) on matters relating to payments from governmental entities, both federal and
state, for healthcare and/or prescription drug services. In providing the notice, the sponsor shall
keep the government informed of when the integrity item is initiated and when it is closed. Notice
should be provided of the details concerning any resolution and monetary payments as well as any
settlement agreements or corporate integrity agreements.



2. The MA Organization agrees to provide notice based on best knowledge, information, and belief to
CMS in the event the MA Organization or any of its subcontractors is criminally convicted or has a
civil judgment entered against it for fraudulent activities or is sanctioned under any Federal
program involving the provision of health care or prescription drug services.



I. MARKETING




1. The MA Organization may not distribute any marketing materials, as defined in 42 CFR 422.80(b)
and in the Marketing Materials Guidelines for Medicare Advantage-Prescription Drug Plans and
Prescription Drug Plans (Medicare Marketing Guidelines), unless they have been filed with and not
disapproved by CMS in accordance with §422.80. The file and use process set out at §422.80(a)(2)
must be used, unless the MA organization notifies CMS that it will not use this process.



2. CMS and the MA Organization shall agree upon language setting forth the benefits, exclusions and
other language of the Plan. The MA Organization bears full responsibility for the accuracy of its
marketing materials. CMS, in its sole discretion, may order the MA Organization to print and
distribute the agreed upon marketing materials, in a format approved by CMS. The MA Organization
must disclose the information to each enrollee electing a plan as outlined in 42 CFR 422.111.



3. The MA Organization agrees that any advertising material, including that labeled promotional
material, marketing materials, or supplemental literature, shall be truthful and not misleading.
All marketing materials must include the Contract number. All membership identification cards must
include the Contract number on the front tithe card.



4. The MA Organization must comply with the Medicare Marketing Guidelines, as well as all
applicable statutes and regulations, including and without limitation Section 1851(h) of the Act
and 42 CFR §§422.80, 422.111 and 423.50. Failure to comply may result in sanctions as provided in
42 CFR Part 422 Subpart O.


 


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Article IV




CMS Payment to MA Organization




A. The MA Organization agrees to develop its annual benefit and price bid proposal and submit to
CMS all required information on premiums, benefits, and cost sharing, as required under 42 CFR Part
422 Subpart F. [422.504(a)(10)]



B. Methodology. CMS agrees to pay the MA Organization under this contract in accordance
with the provisions of section 1853 of the Act and 42 CFR Part 422 Subpart G. [422.504(a)(9)]



C. Attestation of payment data (Attachments A, B, and C).



As a condition for receiving a monthly payment under paragraph B of this article, and 42 CFR Part
422 Subpart G, the MA Organization agrees that its chief executive officer (CEO), chief financial
officer (CFO), or an individual delegated with the authority to sign on behalf of one of these
officers, and who reports directly to such officer, must request payment under the contract on the
forms attached hereto as Attachment A (enrollment attestation) and Attachment B (risk adjustment
data) which attest to (based on best knowledge, information and belief, as of the date specified on
the attestation form) the accuracy, completeness, and truthfulness of the data identified on these
attachments. The Medicare Advantage Plan Attestation of Benefit Plan and Price must be signed and
attached to the executed version of this contract.



1. Attachment A requires that the CEO, CFO, or an individual delegated with the authority to sign
on behalf of one of these officers, and who reports directly to such officer, must attest based on
best knowledge, information, and belief that each enrollee for whom the MA Organization is
requesting payment is validly enrolled, or was validly enrolled during the period for which payment
is requested, in an MA plan offered by the MA Organization. The MA Organization shall submit
completed enrollment attestation forms to CMS, or its contractor, on a monthly basis. (NOTE: The
forms included as attachments to this contract are for reference only. CMS will provide
instructions for the completion and submission of the forms in separate documents. MA Organizations
should not take any action on the forms until appropriate CMS instructions are made available.)



2. Attachment B requires that the CEO, CFO, or an individual delegated with the authority to sign
on behalf of one of these officers, and who reports directly to such officer, must attest to (based
on best knowledge, information and belief as of the date specified on the attestation form) that
the risk adjustment data it submits to CMS under §422.310 are accurate, complete, and truthful. The
MA Organization shall make annual attestations to this effect for risk adjustment data on
Attachment B and according to a schedule to be published by CMS. If such risk adjustment data are
generated by a related entity, contractor, or subcontractor of an MA Organization, such entity,
contractor, or subcontractor must also attest to (based on best knowledge, information, and
belief, as of the date specified on the attestation form) the accuracy, completeness, and
truthfulness of the data. [422.504(I)]



3. The Medicare Advantage Plan Attestation of Benefit Plan and Price (an example of which is
attached hereto as Attachment C) requires that the CEO, CFO, or an individual delegated with the
authority to sign on behalf of one of these officers, and who reports directly to such officer,
must attest (based on best knowledge, information and belief, as of the date specified on the
attestation form) that the information and documentation comprising the bid submission proposal is
accurate, complete, and truthful and fully conforms to the Bid Form and Plan Benefit Package
requirements; and that the benefits described in the CMS-approved proposed bid submission agree
with the benefit package the MA Organization will offer during the period covered by the proposed
bid submission. This document is being sent separately to the MA Organization and must be signed
and attached to the executed version of this contract, and is incorporated herein by reference.
[422.504(I)]


 


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Article V




MA Organization Relationship with Related Entities, Contractors, and Subcontractors




A. Notwithstanding any relationship(s) that the MA Organization may have with related entities,
contractors, or subcontractors, the MA Organization maintains full responsibility for adhering to
and otherwise fully complying with all terms and conditions of its contract with CMS.
[422.504(i)(1)]



B. The MA Organization agrees to require all related entities, contractors, or subcontractors to
agree that—



(1) HHS, the Comptroller General, or their designees have the right to inspect, evaluate, and
audit any pertinent contracts, books, documents, papers, and records of the related entity(s),
contractor(s), or subcontractor(s) involving transactions related to this contract; and



(2) HHS, the Comptroller General, or their designees have the right to inspect, evaluate, and
audit any pertinent information for any particular contract period for 10 years from the final date
of the contract period or from the date of completion of any audit, whichever is later.
[422.504(i)(2)]



C. The MA Organization agrees that all contracts or written arrangements into which the MA
Organization enters with providers, related entities, contractors, or subcontractors (first tier
and downstream entities) shall contain the following elements:



(1) Enrollee protection provisions that provide—



(a) Consistent with Article III(C), arrangements that prohibit providers from holding an
enrollee liable for payment of any fees that are the legal obligation of the MA Organization; and



(b) Consistent with Article III(C), provision for the continuation of benefits.



(2) Accountability provisions that indicate that the MA Organization may only delegate
activities or functions to a provider, related entity, contractor, or subcontractor in a manner
consistent with requirements set forth at paragraph D of this article.



(3) A provision requiring that any services or other activity performed by a related entity,
contractor or subcontractor in accordance with a contract or written agreement between the related
entity, contractor, or subcontractor and the MA Organization will be consistent and comply with the
MA Organization’s contractual obligations to CMS. [422.504(i)(3)]



D. If any of the MA Organization’s activities or responsibilities under this contract with CMS is
delegated to other parties, the following requirements apply to any related entity, contractor,
subcontractor, or provider:



(1) Written arrangements must specify delegated activities and reporting responsibilities.



(2) Written arrangements must either provide for revocation of the delegation activities and
reporting requirements or specify other remedies in instances where CMS or the MA Organization
determine that such parties have not performed satisfactorily.



(3) Written arrangements must specify that the performance of the parties is monitored by the
MA Organization on an ongoing basis.



(4) Written arrangements must specify that either—


 


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(a) The credentials of medical professionals affiliated with the party or parties will be
either reviewed by the MA Organization; or



(b) The credentialing process will be reviewed and approved by the MA Organization and the MA
Organization must audit the credentialing process on an ongoing basis.



(5) All contracts or written arrangements must specify that the related entity, contractor, or
subcontractor must comply with all applicable Medicare laws, regulations, and CMS instructions.
[422.504(i)(4)]



E. If the MA Organization delegates selection of the providers, contractors, or subcontractors to
another organization, the MA Organization’s written arrangements with that organization must state
that the MA Organization retains the right to approve, suspend, or terminate any such arrangement.
[422.504(i)(5)]



F. As of the date of this contract and throughout its term, the MA Organization




(1) Agrees that any physician incentive plan it operates meets the requirements of §422.208,
and



(2) Has assured that all physicians and physician groups that the MA Organization’s physician
incentive plan places at substantial financial risk have adequate stop-loss protection in
accordance with §422.208(f). [422.208]



Article VI




Records Requirements




A. MAINTENANCE OF RECORDS




1. The MA Organization agrees to maintain for 10 years books, records, documents, and other
evidence of accounting procedures and practices that—



(a) Are sufficient to do the following:



(i) Accommodate periodic auditing of the financial records (including data related to Medicare
utilization, costs, and computation of the benefit and price bid) of the MA Organization.



(ii) Enable CMS to inspect or otherwise evaluate the quality, appropriateness and timeliness
of services performed under the contract, and the facilities of the MA Organization.



(iii) Enable CMS to audit and inspect any books and records of the MA Organization that
pertain to the ability of the organization to bear the risk of potential financial losses, or to
services performed or determinations of amounts payable under the contract.



(iv) Properly reflect all direct and indirect costs claimed to have been incurred and used in
the preparation of the benefit and price bid proposal.



(v) Establish component rates of the benefit and price bid for determining additional and
supplementary benefits.



(vi) Determine the rates utilized in setting premiums for State insurance agency purposes and
for other government and private purchasers; and



 


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(b) Include at least records of the following:



(i) Ownership and operation of the MA Organization’s financial, medical, and other record
keeping systems.



(ii) Financial statements for the current contract period and six prior periods.



(iii) Federal income tax or informational returns for the current contract period and six
prior periods.



(iv) Asset acquisition, lease, sale, or other action.



(v) Agreements, contracts (including, but not limited to, with related or unrelated
prescription drug benefit managers) and subcontracts.



(vi) Franchise, marketing, and management agreements.



(vii) Schedules of charges for the MA Organization’s fee-for-service patients.



(viii) Matters pertaining to costs of operations.



(ix) Amounts of income received, by source and payment.



(x) Cash flow statements.



(xi) Any financial reports filed with other Federal programs or State authorities.
[422.504(d)]



2. Access to facilities and records. The MA Organization agrees to the following:



(a) The Department of Health and Human Services (HHS), the Comptroller General, or their
designee may evaluate, through inspection or other means—



(i) The quality, appropriateness, and timeliness of services furnished to Medicare enrollees
under the contract;



(ii) The facilities of the MA Organization; and



(iii) The enrollment and disenrollment records for the current contract period and ten prior
periods.



(b) HHS, the Comptroller General, or their designees may audit, evaluate, or inspect any
books, contracts, medical records, documents, papers, patient care documentation, and other records
of the MA Organization, related entity, contractor, subcontractor, or its transferee that pertain
to any aspect of services performed, reconciliation of benefit liabilities, and determination of
amounts payable under the contract, or as the Secretary may deem necessary to enforce the contract.



(c) The MA Organization agrees to make available, for the purposes specified in section (A) of
this article, its premises, physical facilities and equipment, records relating to its Medicare
enrollees, and any additional relevant information that CMS may require, in a manner that meets CMS
record maintenance requirements.



(d) HHS, the Comptroller General, or their designee’s right to inspect, evaluate, and audit
extends through 10 years from the final date of the contract period or completion of audit,
whichever is later unless—



(i) CMS determines there is a special need to retain a particular record or group of records
for a longer period and notifies the MA Organization at least 30 days before the normal disposition
date;


 


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(ii) There has been a termination, dispute, or fraud or similar fault by the MA Organization,
in which case the retention may be extended to 10 years from the date of any resulting final
resolution of the termination, dispute, or fraud or similar fault; or



(iii) HHS, the Comptroller General, or their designee determines that there is a reasonable
possibility of fraud, in which case they may inspect, evaluate, and audit the MA Organization at
any time. [422.504(e)]



B. REPORTING REQUIREMENTS




1. The MA Organization shall have an effective procedure to develop, compile, evaluate, and report
to CMS, to its enrollees, and to the general public, at the times and in the manner that CMS
requires, and while safeguarding the confidentiality of the doctor-patient relationship, statistics
and other information as described in the remainder of this section (B). [422.516(a)]



2. The MA Organization agrees to submit to CMS certified financial information that must include
the following:



(a) Such information as CMS may require demonstrating that the organization has a fiscally
sound operation, including:



(i) The cost of its operations;



(ii) A description, submitted to CMS annually and within 120 days of the end of the fiscal
year, of significant business transactions (as defined in §422.500) between the MA Organization and
a party in interest showing that the costs of the transactions listed in paragraph (2)(a)(v) of
this section do not exceed the costs that would be incurred if these transactions were with someone
who is not a party in interest; or



(iii) If they do exceed, a justification that the higher costs are consistent with prudent
management and fiscal soundness requirements.



(iv) A combined financial statement for the MA Organization and a party in interest if either
of the following conditions is met;



(aa) Thirty-five percent or more of the costs of operation of the MA Organization go to a
party in interest.



(bb) Thirty-five percent or more of the revenue of a party in interest is from the MA
Organization. [422.516(b)]



(v) Requirements for combined financial statements.



(aa) The combined financial statements required by paragraph (2)(a)(iv) must display in
separate columns the financial information for the MA Organization and each of the parties in
interest.



(bb) Inter-entity transactions must be eliminated in the consolidated column.



(cc) The statements must have been examined by an independent auditor in accordance with
generally accepted accounting principles and must include appropriate opinions and notes.



(dd) Upon written request from the MA Organization showing good cause, CMS may waive the
requirement that the organization’s combined financial statement include the financial information
required in paragraph (2)(a)(v) with respect to a particular entity. [422.516(c)]


 


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(vi) A description of any loans or other special financial arrangements the MA Organization
makes with contractors, subcontractors, and related entities.



(b) Such information as CMS may require pertaining to the disclosure of ownership and control
of the MA Organization. [422.504(f)(1)(ii)]



(c) Patterns of utilization of the MA Organization’s services.



3. The MA Organization agrees to participate in surveys required by CMS and to submit to CMS all
information that is necessary for CMS to administer and evaluate the program and to simultaneously
establish and facilitate a process for current and prospective beneficiaries to exercise choice in
obtaining Medicare services. This information includes, but is not limited to:



(a) The benefits covered under the MA plan;



(b) The MA monthly basic beneficiary premium and MA monthly supplemental beneficiary premium,
if any, for the plan.



(c) The service area and continuation area, if any, of each plan and the enrollment capacity
of each plan;



(d) Plan quality and performance indicators for the benefits under the plan including —



(i) Disenrollment rates for Medicare enrollees electing to receive benefits through the plan
for the previous 2 years;



(ii) Information on Medicare enrollee satisfaction;



(iii) The patterns of utilization of plan services;



(iv) The availability, accessibility, and acceptability of the plan’s services;



(v) Information on health outcomes and other performance measures required by CMS;



(vi) The recent record regarding compliance of the plan with requirements of this part, as
determined by CMS; and



(vii) Other information determined by CMS to be necessary to assist beneficiaries in making an
informed choice among MA plans and traditional Medicare;



(e) Information about beneficiary appeals and their disposition;



(f) Information regarding all formal actions, reviews, findings, or other similar actions by
States, other regulatory bodies, or any other certifying or accrediting organization;



(g) Any other information deemed necessary by CMS for the administration or evaluation of the
Medicare program. [422.504(f)(2)]



4. The MA Organization agrees to provide to its enrollees and upon request, to any individual
eligible to elect an MA plan, all informational requirements under §422.64 and, upon an enrollee’s,
request, the financial disclosure information required under §422.516. [422.504(f)(3)]


 


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5. Reporting and disclosure under ERISA.



(a) For any employees’ health benefits plan that includes an MA Organization in its offerings,
the MA Organization must furnish, upon request, the information the plan needs to fulfill its
reporting and disclosure obligations (with respect to the MA Organization) under the Employee
Retirement Income Security Act of I974 (ERISA).



(b) The MA Organization must furnish the information to the employer or the employer’s
designee, or to the plan administrator, as the term “administrator” is defined in ERISA.
[422.516(d)]



6. Electronic communication. The MA Organization must have the capacity to communicate with
CMS electronically. [422.504(b)]



7. Risk Adjustment data. The MA Organization agrees to comply with the requirements in
§422.310 for submitting risk adjustment data to CMS. [422.504(a)(8)]



Article VII




Renewal of the MA Contract




A. Renewal of contract: In accordance with §422.505, following the initial contract period,
this contract is renewable annually only if—



(1) The MA Organization has not provided CMS with a notice of intention not to renew;
[422.506(a)]



(2) CMS and the MA Organization reach agreement on the bid under 42 CFR Part 422, Subpart F;
and [422.505(d)]



(3) CMS informs the MA Organization that it authorizes a renewal.



B. Nonrenewal of contract




(1) Nonrenewal by the Organization.



(a) In accordance with §422.506, the MA Organization may elect not to renew its contract with
CMS as of the end of the term of the contract for any reason, provided it meets the time frames for
doing so set forth in subparagraphs (b) and (c) of this paragraph.



(b) If the MA Organization does not intend to renew its contract, it must notify—




(i) CMS, in writing, by the first Monday in June of the year in which the contract would
end, pursuant to §422.506




(ii) Each Medicare enrollee, at least 90 days before the date on which the nonrenewal is
effective. This notice must include a written description of all alternatives available for
obtaining Medicare services within the service area including alternative MA plans, Medigap
options, and original Medicare and prescription drug plans and must receive CMS approval
prior to issuance.




(iii) The general public, at least 90 days before the end of the current calendar year, by
publishing a CMS-approved notice in one or more newspapers of general circulation in each
community located in the MA Organization’s service area.



 


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(c) CMS may accept a nonrenewal notice submitted after the applicable annual non-renewal
notice deadline if—



(i) The MA Organization notifies its Medicare enrollees and the public in accordance with
subparagraph (1)(b)(ii) and (1)(b)(iii) of this section; and




(ii) Acceptance is not inconsistent with the effective and efficient administration of the
Medicare program.



(d) If the MA Organization does not renew a contract under subparagraph (1), CMS will not
enter into a contract with the Organization for 2 years from the date of contract separation unless
there are special circumstances that warrant special consideration, as determined by CMS.
[422.506(a)]



(2) CMS decision not to renew.




(a) CMS may elect not to authorize renewal of a contract for any of the following reasons:




(i) The MA Organization’s level of enrollment, growth in enrollment, or insufficient number
of contracted providers is determined by CMS to threaten the viability of the organization
under the MA program and or be an indicator of beneficiary dissatisfaction with the MA
plan(s) offered by the organization.




(ii) For any of the reasons listed in §422.510(a) [Article VIII, section (B)(l)(a) of this
contract], which would also permit CMS to terminate the contract.




(iii) The MA Organization has committed any of the acts in §422.752(a) that would support
the imposition of intermediate sanctions or civil money penalties under 42 CFR Part 422
Subpart O.




(iv) The MA Organization did not submit a benefit and price bid or the benefit and price
bid was not acceptable. [422.505(d)]



(b) Notice. CMS shall provide notice of its decision whether to authorize renewal of
the contract as follows:




(i) To the MA Organization by May 1 of the contract year, except in the event of (2)(a)(iv)
above, for which notice will be sent by September 1.




(ii) To the MA Organization’s Medicare enrollees by mail at least 90 days before the end of
the current calendar year.




(iii) To the general public at least 90 days before the end of the current calendar year,
by publishing a notice in one or more newspapers of general circulation in each community
or county located in the MA Organization’s service area.



(c) Notice of appeal rights. CMS shall give the MA Organization written notice of its
right to reconsideration of the decision not to renew in accordance with § 422.644. [422.506(b)]



Article VIII




Modification or Termination of the Contract




A. Modification or Termination of Contract by Mutual Consent




1. This contract may be modified or terminated at any time by written mutual consent.



(a) If the contract is modified by written mutual consent, the MA Organization must notify its
Medicare enrollees of any changes that CMS determines are appropriate for notification within time
frames specified by CMS. [422.508(a)(2)]


 


14









 





(b) If the contract is terminated by written mutual consent, except as provided in section
(A)(2) of this Article, the MA Organization must provide notice to its Medicare enrollees and the
general public as provided in section B(2)(b)(ii) and B(2)(b)(iii) of this Article. [422.508(a)(1)]



2. If this contract is terminated by written mutual consent and replaced the day following such
termination by a new MA contract, the MA Organization is not required to provide the notice
specified in section B of this article. [422.508(b)]



B. Termination of the Contract by CMS or the MA Organization




1. Termination by CMS.



(a) CMS may terminate a contract for any of the following reasons:




(i) The MA Organization has failed substantially to carry out the terms of its contract
with CMS.




(ii) The MA Organization is carrying out its contract with CMS in a manner that is
inconsistent with the effective and efficient implementation of 42 CFR Part 422.




(iii) CMS determines that the MA Organization no longer meets the requirements of 42 CFR
Part 422 for being a contracting organization.




(iv) There is credible evidence that the MA Organization committed or participated in
false, fraudulent or abusive activities affecting the Medicare program, including
submission of false or fraudulent data.




(v) The MA Organization experiences financial difficulties so severe that its ability to
make necessary health services available is impaired to the point of posing an imminent and
serious risk to the health of its enrollees, or otherwise fails to make services available
to the extent that such a risk to health exists.




(vi) The MA Organization substantially fails to comply with the requirements in 42 CFR Part
422 Subpart M relating to grievances and appeals.




(vii) The MA Organization fails to provide CMS with valid risk adjustment data as required
under §422.310 and 423.329(b)(3).




(viii) The MA Organization fails to implement an acceptable quality improvement program as
required under 42 CFR Part 422 Subpart D.




(ix) The MA Organization substantially fails to comply with the prompt payment requirements
in §422.520.




(x) The MA Organization substantially fails to comply with the service access requirements
in §422.112.




(xi) The MA Organization fails to comply with the requirements of §422.208 regarding
physician incentive plans.




(xii) The MA Organization substantially fails to comply with the marketing requirements in
422.80.



 


15









 





(b) Notice. If CMS decides to terminate a contract for reasons other than the grounds
specified in section (B)(1)(a) above, it will give notice of the termination as follows:



(i) CMS will notify the MA Organization in writing 90 days before the intended date of the
termination.




(ii) The MA Organization will notify its Medicare enrollees of the termination by mail at
least 30 days before the effective date of the termination.




(iii) The MA Organization will notify the general public of the termination at least 30
days before the effective date of the termination by publishing a notice in one or more
newspapers of general circulation in each community or county located in the MA
Organization’s service area.




(c) Immediate termination of contract by CMS.




(i) For terminations based on violations prescribed in paragraph (B)(1)(a)(v) of this
article, CMS will notify the MA Organization in writing that its contract has been
terminated effective the date of the termination decision by CMS. If termination is
effective in the middle of a month, CMS has the right to recover the prorated share of the
capitation payments made to the MA Organization covering the period of the month following
the contract termination.




(ii) CMS will notify the MA Organization’s Medicare enrollees in writing of CMS’ decision
to terminate the MA Organization’s contract. This notice will occur no later than 30 days
after CMS notifies the plan of its decision to terminate this contract. CMS will
simultaneously inform the Medicare enrollees of alternative options for obtaining Medicare
services, including alternative MA Organizations in a similar geographic area and original
Medicare.




(iii) CMS will notify the general public of the termination no later than 30 days after
notifying the MA Organization of CMS’ decision to terminate this contract. This notice will
be published in one or more newspapers of general circulation in each community or county
located in the MA Organization’s service area.




(d) Corrective action plan




(i) General. Before terminating a contract for reasons other than the grounds
specified in section (B)(1)(a)(v) of this article, CMS will provide the MA Organization
with reasonable opportunity, not to exceed time frames specified at 42 CFR Part 422 Subpart
N, to develop and receive CMS approval of a corrective action plan to correct the
deficiencies that are the basis of the proposed termination.




(ii) Exception. If a contract is terminated under section (B)(1)(a)(v) of this
article, the MA Organization will not have the opportunity to submit a corrective action
plan.



(e) Appeal rights. If CMS decides to terminate this contract, it will send written
notice to the MA Organization informing it of its termination appeal rights in accordance with 42
CFR Part 422 Subpart N. [422.510]



2. Termination by the MA Organization




(a) Cause for termination. The MA Organization may terminate this contract if CMS
fails to substantially carry out the terms of the contract.




(b) Notice. The MA Organization must give advance notice as follows:




(i) To CMS, at least 90 days before the intended date of termination. This notice must
specify the reasons why the MA Organization is requesting contract termination.


 


16









 






(ii) To its Medicare enrollees, at least 60 days before the termination effective date.
This notice must include a written description of alternatives available for obtaining
Medicare services within the service area, including alternative MA and MA-PD plans, PDP
plans, Medigap options, and original Medicare and must receive CMS approval.




(iii) To the general public at least 60 days before the termination effective date by
publishing a CMS-approved notice in one or more newspapers of general circulation in each
community or county located in the MA Organization’s geographic area.



(c) Effective date of termination. The effective date of the termination will be
determined by CMS and will be at least 90 days after the date CMS receives the MA Organization’s
notice of intent to terminate.



(d) CMS’ liability. CMS’ liability for payment to the MA Organization ends as of the
first day of the month after the last month for which the contract is in effect, but CMS shall make
payments for amounts owed prior to termination but not yet paid.



(e) Effect of termination by the organization. CMS will not enter into an agreement
with the MA Organization for a period of two years from the date the Organization has terminated
this contract, unless there are circumstances that warrant special consideration, as determined by
CMS. [422.512]



Article IX




Requirements of Other Laws and Regulations




A. The MA Organization agrees to comply with—




(1) Federal laws and regulations designed to prevent or ameliorate fraud, waste, and abuse,
including, but not limited to, applicable provisions of Federal criminal law, the False Claims Act
(31 USC 3729 et seq.) , and the anti-kickback statute (section 1128B(b) of the Act): and



(2) HIPAA administrative simplification rules at 45 CFR parts 160, 162, and 164. [422.504(h)]



B. The MA Organization maintains ultimate responsibility for adhering to and otherwise fully
complying with all terms and conditions of its contract with CMS, notwithstanding any
relationship(s) that the MA organization may have with related entities, contractors, or
subcontractors. [422.504(i)]



C. In the event that any provision of this contract conflicts with the provisions of any statute or
regulation applicable to an MA Organization, the provisions of the statute or regulation shall have
full force and effect.



Article X




Severability




The MA Organization agrees that, upon CMS’ request, this contract will be amended to exclude any MA
plan or State-licensed entity specified by CMS, and a separate contract for any such excluded plan
or entity will be deemed to be in place when such a request is made. [422.504(k)]



Article XI




Miscellaneous




A. Definitions. Terms not otherwise defined in this contract shall have the meaning given to such
terms in 42 CFR Part 422.


 


17









 





B. Alteration to Original Contract Terms. The MA Organization agrees that it has not altered in any
way the terms of this contract presented for signature by CMS. The MA Organization agrees that any
alterations to the original text the MA Organization may make to this contract shall not be binding
on the parties.



C. Approval to Begin Marketing and Enrollment. The MA Organization agrees that it must complete CMS
operational requirements prior to receiving CMS approval to begin Part C marketing and enrollment
activities. Such activities include, but are not limited to, establishing and successfully testing
connectivity with CMS systems to process enrollment applications (or contracting with an entity
qualified to perform such functions on the MA Organization’s Sponsor’s behalf) and successfully
demonstrating capability to submit accurate and timely price comparison data. To establish and
successfully test connectivity, the MA Organization must, 1) establish and test physical
connectivity to the CMS data center, 2) acquire user identifications and passwords, 3) receive,
store, and maintain data necessary to perform enrollments and send and receive transactions to and
from CMS, and 4) check and receive transaction status information.



D. Incorporation of Applicable Addenda. All addenda checked off and initialed on the cover sheet of
this contract by the MA Organization are hereby incorporated by reference.




 


18









 







In witness whereof, the parties hereby execute this contract.



	 	 	 
	FOR THE MA ORGANIZATION
	 	 
	 
	 	 
	Michael G. Mirt

	 	President, CEO and Chairman
	 

	 	 
	Printed Name

	 	Title
	 
	 	 
	/s/ Michael G. Mirt

	 	12/9/09
	 

	 	 
	Signature

	 	Date
	 
	 	 
	HealthSpring Life & Health Insurance Company, Inc.

	 	9009 Carothers Pkwy #501, Franklin, TN 37067
	 

	 	 
	Organization

	 	Address
	 
	 	 
	FOR THE CENTER FOR MEDICARE & MEDICAID SERVICES
	 
	 	 
	/s/ Danielle R. Moon

	 	12/22/09
	Danielle R. Moon, J.D., M.P.A.

	 	Date
	Acting Director
	 	 
	Medicare Drug and Health Plan Contract
	 	 
	Administration Group
	 	 
	Center for Drug and Health Plan Choice
	 	 





 












 





CY 2010 Medicare Advantage and Prescription Drug

Readiness Assessment

Attestation




By my signature below, I attest that the responses provided on behalf of the Medicare contractor
identified below to the questions in the 2010 Medicare Advantage and Prescription Drug Readiness
Assessment are complete, accurate, and truthful, based on my best information, knowledge, and
belief. I further attest that these responses reflect the result of the operation of effective
internal controls my organization has developed and implemented to ensure accurate reporting
concerning its Medicare operations, including any Medicare-related tasks for which my organization
has engaged a subcontractor. Finally, I certify that I am authorized by the reporting Medicare
contracting organization to attest on its behalf to the accuracy of the checklist responses.



	 	 	 
	Michael G. Mirt

	 	President, CEO & Chairman
	 

	 	 
	Authorized Representative Name (printed)

	 	Title
	 
	 	 
	/s/ Michael G. Mirt

	 	12-10-2009
	 

	 	 
	Authorized Representative Signature

	 	Date (MM/DD/YY)
	 
	 	 
	HealthSpring Life & Health Insurance Company, Inc.

	 	H2165, H7787 & S5932
	 

	 	 
	Legal Name of Contracting Entity

	 	Medicare Contracts Number