CONTRACT NUMBER: 2019-000052D

    

    

    AMENDMENT TO THE CONTRACT BETWEEN

    ADMINISTRACIÓN DE SEGUROS DE SALUD DE PUERTO RICO (ASES)

    and

    TRIPLE-S SALUD, INC.

    to

    ADMINISTER THE PROVISION OF PHYSICAL AND BEHAVIORAL HEALTH SERVICES UNDER THE GOVERNMENT HEALTH PLAN

    

    

    

    

    

    

    THIS AMENDMENT TO THE CONTRACT BETWEEN ADMINISTRACIÓN DE SEGUROS DE SALUD DE PUERTO RICO (ASES) AND TRIPLE-S SALUD, INC., FOR THE PROVISION OF PHYSICAL AND BEHAVIORAL HEALTH SERVICES UNDER THE GOVERNMENT HEALTH PLAN (the “Amendment”) is by and between Triple-S Salud, Inc. (“the Contractor”), a managed care organization duly organized and authorized to do business under the laws of the Government of Puerto Rico, with employer
      identification number 66-0555677 represented by President,
        Ms. Madeline Hernández Urquiza, of legal age, single, resident of San Juan, Puerto Rico, and the Puerto Rico Health Insurance Administration (Administración
      de Seguros de Salud de Puerto Rico, hereinafter referred to as “ASES” or “the Administration”), a public corporation of the Commonwealth of Puerto Rico, with employer identification number 66-0500678, represented by its Board of Directors’ Chairman, Mr. Rafael Rodríguez Mercado, of legal
      age, married and resident of Guaynabo, Puerto Rico.

    

    

    WHEREAS, the Contractor and ASES executed a Contract
      for the provision of Physical Health and Behavioral Health Services under the Government Health Plan for the Commonwealth of Puerto Rico, on September 21, 2018, (hereinafter referred to as the “Contract”);

    

    

    WHEREAS, the Contract provides, pursuant to Article
      55, that the Parties may amend such Contract by mutual written consent; and

    

    

    WHEREAS, all provisions of the Contract will remain
      in full force and effect as described therein, except as otherwise provided in this Amendment.

    

    

    NOW, THEREFORE, and in consideration of the mutual
      promises herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to clarify and/or amend the Contract as follows:

    

    

    
      
        	I.	
                AMENDMENTS

              


      

    

    

    

    
      
        	

              	1.	
                Article II Definition of “Annual Open Enrollment Period” shall be amended and replaced in its entirety as follows:

              


      

    

    

    

    
      
        


    

    
    Annual Open Enrollment Period: The
      annual period of forty-five (45) Calendar Days from November 1 through December 15 during which Enrollees have one (1) opportunity to select a different Contractor, without cause.

    

    

    
      
        	

              	2.	
                Immediately following Section 5.3.10, a new Section 5.3.11
                  shall be inserted stating as follows:

              


      

    

    

    

    
      
        	

              	5.3.11	
                If an Enrollee’s Effective Date of Disenrollment occurs during an inpatient hospital admission, the Contractor the Enrollee was enrolled with on the date of
                  admission (for purposes of this section, the “disenrolling Contractor”) is responsible for covered inpatient facility and professional
                  services associated with the inpatient hospital admission. This responsibility continues from the date of admission until the date the Enrollee is discharged from the inpatient stay. The disenrolling Contractor shall not request and/or
                  require that the disenrolled Enrollee be discharged from the inpatient facility for transfer to another inpatient facility. Should a discharge and transfer to another inpatient facility be medically necessary, the disenrolling Contractor
                  shall notify the treating providers to work with the Enrollee’s new Contractor to facilitate the discharge, transfer, and authorization of services as needed. The Enrollee’s new Contractor is responsible for coordinating delivery of care
                  pursuant to this Contract once discharge has occurred, including any subsequent professional services and shall work with the inpatient facility to facilitate discharge planning and authorize services as necessary.

              


      

    

    

    

    
      
        	

              	3.	
                Immediately following Section 7.7.11.8, a new Section 7.7.11.9 shall be inserted stating as follows:

              


      

    

    

    

    
      
        	

              	7.7.11.9	
                Nutritional supplements for adults with PKU when medically necessary;

              


      

    

    

    

    
      
        	

              	4.	
                Section 7.7.11.9 shall be redesignated as section 7.7.11.10 and all subsections are redesignated accordingly in sequential order (i.e.,
                  subsection 7.7.11.9.1 shall be redesignated as 7.7.11.10.1., et seq). Section 7.7.11.10 shall be redesignated as section 7.7.11.11. Section 7.7.11.11 shall be redesignated as section 7.7.11.12. Section 7.7.11.12 shall be redesignated as
                  section 7.7.11.13. Section 7.7.11.13 shall be resdesignated as section 7.7.11.14. Section 7.7.11.14 shall be redesignated as section 7.7.11.15 and all subsections are redesignated accordingly in sequential order (i.e., subsection
                  7.7.11.14.1 shall be redesignated as 7.7.11.15.1., et seq).

              


      

    

    

    

    
      
        	

              	5.	
                Section 7.7.11.14.15, redesignated as section 7.7.11.15.15 shall be amended and replaced in its entirety as follows:

              


      

    

    

    

    7.7.11.15.15 Multiple Sclerosis and Amiotrophic Lateral Sclerosis (ALS);

    

    

    
      
        	

              	6.	
                Immediately following section 7.7.11.14.16, redesignated as 7.7.11.15.16, a new Section 7.7.11.15.17 shall be inserted stating as follows:

              


      

    

    

    

    
      
        	
                 

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    7.7.11.15.17 Effective upon issuance of mandated and uniform protocol, Albinism.

    

    

    
      
        	

              	7.	
                Section 7.7.11.15 shall be redesignated as 7.7.11.16.

              


      

    

    

    

    
      
        	

              	8.	
                Immediately following Section 10.1.5., a new Section 10.1.5.1 shall be inserted stating as follows:

              


      

    

    

    

    
      
        	

              	10.1.5.1	
                The Contractor shall ensure that facilities subject to the federal emergency preparedness requirements as conditions of participation in Medicare and Medicaid are
                  compliant with such requirements. A facilities’ certification of compliance for Medicare participation is sufficient for purposes of Medicaid participation. The impacted facilities and requirements are specified in Appendix Z of CMS’
                  State Operations Manual, available at https://www.cms.gov/Medicare/Provider-Enrollment-and-Certification/SurveyCertEmergPrep/Downloads/Advanced-Copy-SOM-Appendix-Z-EP-IGs.pdf.

              


      

    

    

    

    
      
        	

              	9.	
                Section 10.2.2.1 shall be amended and replaced in its entirety as follows:

              


      

    

    

    

    
      
        	

              	10.2.2.1	
                The Contractor shall develop a training curriculum for Providers consisting of twenty (20) hours per year divided into five (5) hours per quarter. The curriculum
                  shall be submitted to ASES for review and prior written approval according to the timeframe specified in Attachment 12 to this Contract. ASES shall have the right to make recommendations or request coverage of specific topics for
                  inclusion in the curriculum. The Contractor is obligated to offer twenty (20) hours per year of Provider training of which fifteen (15) hours shall be considered mandatory at least every two (2) years. Trainings may be coordinated and
                  provided jointly with other Plan Vital contractors. Provider participation lists shall be shared with other Plan Vital contractors, and all mandatory training hours taken by Providers with other Plan Vital contractors shall be accepted by
                  Contractor as meeting the requirements of this section. The curriculum will focus on topics of importance to professional practice and Plan Vital requirements and participating Providers should be encouraged to attend trainings. The
                  curriculum shall include a description of how the Contractor will educate Providers on Contract requirements and shall also include, at a minimum:

              


      

    

    

    

    
      
        	

              	10.	
                Section 13.6.2 shall be amended and replaced in its entirety as follows:

              


      

    

    

    

    The Contractor shall employ a methodology and sampling process prior approved by ASES to verify with its Enrollees on a monthly basis
      whether services billed to the Contractor by Providers were actually received. The methodology and sampling process shall include criteria for identifying “high-risk” services and Provider types. A methodology and sampling process that must be
      employed by the Contractor on a monthly basis is the use of explanation of benefits for the sample of enrollees within forty-five (45) Calendar Days of payment of claims. Verification that services were received based on explanation of benefits may
      occur by mail or by phone.

    

    

    
      
        	
                 

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              	11.	
                Section 18.1.11 shall be amended as follows:

              


      

    

    

    

    18.1.11 Unless otherwise specified in the Reporting Guide issued by ASES or this Contract, the Contractor shall submit all reports to ASES, according to the schedule below:

    

    

    
      
        	

              	12.	
                The table in Section 18.1.11 pertaining to the due date for Annual Report deliverables is amended and replaced in its entirety as follows:

              


      

    

    

    

    Ninety (90) Calendar Days after the end of Puerto Rico’s Fiscal Year.

    

    

    
      
        	

              	13.	
                Section 21.4 shall be amended and replaced in its entirety as follows:

              


      

    

    

    

    
      
        	

              	21.4	
                The PMPM Payments shall be negotiated for every rating period covered by the Contract (namely from November 1, 2018 to October 31, 2019, November 1, 2019 to June
                  30, 2020, and July 1, 2020 to September 30, 2021). Any increase in the PMPM Payment shall be subject to ASES’s determination that the proposed new amount if actuarially sound.

              


      

    

    

    

    
      
        	

              	14.	
                A new Section 21.4.1 shall be inserted under the existing Section 21.4 as follows:

              


      

    

    

    

    21.4.1 Notwithstanding anything to the contrary in this Agreement, because the parties have not completed the revision of the PMPM Payments by the expiration of the current rating
        period which ends on October 31, 2019 (the “Expired Rating Period”) such that the new rating period must commence without updated PMPM Payments,
        then the following shall occur:

    

    

    
      
        	

              	(a)	
                ASES shall continue to pay Contractors at the PMPM Payment rates that existed during the Expired Rating Period;

              


      

    

    

    

    
      
        	

              	(b)	
                As soon as practicable, but in no event more than fifteen (15) days following the expiration of the Expired Rating Period, the parties shall complete in good faith
                  the review of updated PMPM Payments (the “Updated PMPM Payments”).

              


      

    

    

    

    
      
        	

              	(c)	
                Following agreement upon Updated PMPM Payments, the parties shall execute an amendment to Attachment 11 of the Contract setting forth the Updated PMPM Payments.
                  Such amendment and the Updated PMPM Payments shall be effective as of November 1st 2019 as if the Updated PMPM Payments had been agreed upon at the expiration of the Expired Rating Period, provided that,

              


      

    

    

    

    
      
        	
                 

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              	(1)	
                Notwithstanding the foregoing, because Updated PMPM Payment rates are subject to CMS and FOMB approval, ASES will continue to pay Contractors at the PMPM Payment
                  rates that existed during the Expired

              


      

    

    

    

    Rating Period until such time as CMS and the FOMB have approved the Updated PMPM Payments, and;

    

    

    
      
        	

              	(2)	
                within thirty (30) calendar days following CMS’ and the FOMB’s approval of Updated PMPM Payment rates, the Parties shall begin to reconcile any difference between
                  (i) PMPM Payments that ASES made to Contractors after the Expired Rating Period and (ii) Updated PMPM Payment rates.

              


      

    

    

    

    
      
        	

              	15.	
                Section 22.2.1 shall be amended and replaced in its entirety as follows:

              


      

    

    

    

    22.2.1 The Contractor shall report a Medical Loss Ratio (MLR) and related data, including the data on the basis of which ASES will determine the compliance of the Contractor with the
        Medical Loss Ratio Requirement, as required under 42 CFR 438.8(k) for each MLR reporting year. Such reporting shall be provided to ASES no later than ten (10) months following the close of the MLR reporting year.

    

    

    
      
        	

              	16.	
                Section 23.3.4 shall be amended and replaced in its entirety as follows:

              


      

    

    

    

    23.3.4 The Contractor’s stop-loss responsibility shall not be transferred to a PMG unless the PMG and the Contractor expressly agree in writing to the PMG’s assuming this risk. In this
        event, Contractor shall accept stop-loss insurance and reinsurance obtained from a third party, and shall not obligate the PMG to utilize insurance provided by the Contractor.

    

    

    
      
        	II.	
                RATIFICATION

              


      

    

    

    

    All other terms and provisions of the original Contract, as amended by Contracts Number 2019- 000052A,B and C, and of any and all documents incorporated by
      reference therein, not specifically deleted or modified herein shall remain in full force and effect. The Parties hereby affirm their respective undertakings and representations as set forth therein, as of the date thereof. Capitalized terms used in
      this Amendment, if any, shall have the same meaning assigned to such terms in the Contract.

    

    

    
      
        	III.	
                EFFECT; CMS APPROVAL

              


      

    

    

    

    The Parties agree and acknowledge that:

    

    

    
      
        	

              	A.	
                This Amendment, including any attachments, is subject to approval by the United States Department of Health and Human Services Centers for Medicare and Medicaid
                  Services (“CMS”), and ASES shall submit this Amendment for CMS approval.

              


      

    

    

    

    
      
        	
                 

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        	IV.	
                AMENDMENT EFFECTIVE DATE

              


      

    

    

    

    Contingent upon approval of CMS, this Amendment shall become effective November 1, 2019 (the “Amendment Effective Date”), and remain in effect throughout the term of the Contract.

    

    

    
      
        	V.	
                ENTIRE AGREEMENT

              


      

    

    

    

    This Amendment constitutes the entire understanding and agreement of the Parties with regards to the subject matter hereof, and the parties by their
      execution and delivery of this Second Amendment to the Contract hereby ratify all of the terms and conditions of the Contract, as amended by Contract Number 2019-000052A, B and C, and as supplemented by this Agreement.

    

    

    The Parties agree that ASES will be responsible for the submission and registration of this Amendments in the Office of the Comptroller General of the
      Commonwealth, as required under law and applicable regulations.

    

    

    
      
        	
                 

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    ACKNOWLEDGED BY THE PARTIES by their duly
      authorized representatives on this 31 day of October, 2019.

    

    

    ADMINISTRACIÓN DE SEGUROS DE SALUD DE PUERTO RICO (ASES)

    

    

    

    

    

    

    	
            /s/ Rafael Rodríguez Mercado 

                

          	 	
            10/31/2019

          	 
	
            Mr. Rafael Rodríguez Mercado, Board of Directors’ Chairman

          	 	
            Date

          
	
            EIN: 66-0500678

          	 	 


    

    

    

    

    TRIPLE-S SALUD, INC.

    

    

    

    

    	
            /s/__ Madeline Hernández Urquiza

          	 	
            10/31/2019

          	 
	
            Ms. Madeline Hernández Urquiza, President

          	 	
            Date

          
	
            EIN: 66-0555677

          	 	 	 


    

    

    Account No. 256-5325 to 5330

    
      	
               

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