flhealthykidscontract.htm


    
Exhibit 10.1

      Back to Form 8-K

      MEDICAL
SERVICES CONTRACT

      


      FLORIDA
HEALTHY KIDS CORPORATION

      


      AND

      


      HEALTHEASE

      


      FOR

      


      Bay,
Citrus, Clay, Duval, Martin, Nassau, and Washington Counties

      


      AND

      


      WELLCARE
OF FLORIDA/STAYWELL HEALTHPLAN

      


      FOR

      


      Broward,
Miami-Dade, Hernando, Hillsborough, Orange, Osceola, Palm Beach, and St. Lucie
Counties

      


      October
1, 2008

      

        
          
            Florida
Healthy Kids Corporation

            October
1, 2008

            /s/
RR FHKC

            /s/
HS INSURER

             


          

          
            Page 1 of
57

            
              

            

          

          
             


          

        



      FLORIDA
HEALTHY KIDS CORPORATION

      CONTRACT
FOR MEDICAL SERVICES

      


      TABLE OF
CONTENTS

      


      


      SECTION
1                                DEFINITIONS

       

      
        
          	
                  1-1

                	
                  “Applicant”

                
	
                  1-2

                	
                  “Children’s
      Medical Services network” (CMS network)

                
	
                  1-3

                	
                  “Commencement
      Date”

                
	
                  1-4

                	
                  “Comprehensive
      Medical Care Services”

                
	
                  1-5

                	
                  “Contract
      Year”

                
	
                  1-6

                	
                  “Co-Payment”

                
	
                  1-7

                	
                  “Effective
      Date”

                
	
                  1-8

                	
                  “Enrollee”

                
	
                  1-9

                	
                  “Executive
      Director”

                
	
                  1-10

                	
                  “Florida
      Statutes” (F.S.)

                
	
                  1-11

                	
                  “Program”

                
	
                  1-12

                	
                  “Providers”

                
	
                  1-13

                	
                  “Request
      for Proposals”

                
	
                  1-14

                	
                  “State
      Children’s Health Insurance Program (SCHIP)” or “Title
  XXI”

                
	
                  1-15

                	
                  “Subcontractor”

                


        

SECTION
2                                FHKC

      

        
          	
                  2-1

                	
                  Coordination
      of Benefits

                
	
                  2-2

                	
                  Enrollee
      Identification

                
	
                  2-3

                	
                  Payment
      to INSURER

                


        

SECTION
3                                INSURER
RESPONSIBILITIES

       

      
      

       

      
        	
                3-1

              	
                Access
      to Care

              


        
        

      

                      3-1-1       Provider
Credentialing

      
        	
                 
      

              	
                A.

              	
                Primary
      Care Providers

              


      

      
        	
                 
      

              	
                B.

              	
                Facility
      Standards

              


      

      
        	
                 
      

              	
                C.

              	
                Behavioral
      Health Care and Substance Abuse
Providers

              


      

      3-1-2      
Geographical Access

      
        	
                 
      

              	
                A.

              	
                Primary
      Care Medical Providers

              


      

      
        	
                 
      

              	
                B.

              	
                Specialty
      Care Medical Providers

              


      

      3-1-3       Appointment
Standards

      A.          Definitions

      B.        
  Appointment Access

      
        	
                3-2

              	
                Failure
      to Provide Access

              


      

      
        	
                3-3

              	
                Integrity
      of Professional Advice to Enrollees

              
	 3-4	Benefits
	 3-5	Claims
      Payment
	 3-6	Continuation
      of Coverage upon Termination of this
Contract


      

       

      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 2 of
57

          
            

          

        

        
           


        

      


      3-7           Effective
Date of Coverage

      3-8           Eligibility

      A.    
       Program Eligibility

      B.            Requests
for Eligibility Review

      C.        
   Eligibility Dispute Process

      3-9           Enrollee
Protections from Collections

      3-10         Enrollment
Procedures

      3-11         Extended
Coverage

      3-12         Fraud

      3-13         Grievances
and Complaints

      3-14         Indemnification

      3-15         Insurance

      3-16         Lobbying
Disclosure

      3-17         Medical
Records Requirements

      A.           Medical
Quality Review and Audit

      B.        
   Privacy of Medical Records

      C.         
  Requests by Enrollees for Medical Records

      3-18         Membership
and Marketing Materials

      A.           Use
of FHKC and Florida KidCare Marketing Materials

      B.          
 Member Materials

      C.      
     FHKC Approval and Review

      D.       
    Direct Marketing Restrictions

      E.            Use
of Insurer’s Name

      3-19         Notification
Requirements

      A.           Immediate
Notification Requirements

      B.      
     Monthly Notification Requirements

      3-20         Premium
Rate Provisions

      3-20-1     Premium
Rate

      3-20-2     Additional
Requirements for Premium Rates

      A.         
  Minimum Medical Loss Ratio

      B.           
Maximum Administrative Component

      3-20-3     Experience
Adjustment

      3-21           Premium
Rate Modifications

      3-21-1     Annual
Adjustment Request

      3-21-2     Annual
Premium Rate Adjustment Denials

      3-21-3     Change in
Benefit Schedule

      3-21-4     Specialty
Fee Arrangements

      3-22         Quality
Assurance

      3-23       
 Records Retention and Accessibility

      3-24        
Refusal of Coverage

      3-25         Regulatory
Filings

      3-26        
Reporting Requirements

      3-27         Subrogation
Rights

      3-28         Termination
of Participation

      3-29         Use
of Subcontractors and Affiliates


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 3 of
57

          
            

          

        

        
           


        

      


      SECTION
4                                TERMS
AND CONDITIONS

      


      4-1           Amendment

      4-2           Assignment

      4-3           Attachments

      4-4           Attorney
Fees

      4-5           Bankruptcy

      4-6           Change
of Controlling Interest

      4-7           Confidentiality

      4-8           Conflicts
of Interest; Non-Solicitation

      4-8-1       Conflicts
of Interest

      4-8-2       Gift
Prohibitions

      4-8-3       Non-Solicitation

      4-9           Effective
Dates

      4-10         Entire
Understanding

      4-11         Force
Majeure

      4-12         Governing
Law; Venue

      4-13         Independent
Contractor

      4-14         Name
and Address of Payee

      4-15         Notice
and Contact

      4-16         Severability

      4-17         Survival

      4-18         Termination
of Contract

      A.           Termination
for Lack of Funding

      B.          
 Termination for Lack of Payment or Performance

      C.          
 Termination for Material Breach

      D.           
Termination upon Revision of Applicable Law

      E.            
Termination By FHKC

      


      ATTACHMENTS

      A.     
      Certification Regarding
Debarment

      B.            Certification
Regarding Lobbying

      C.   
        HIPAA Business Associate (BA)
Agreement

      D.     
      Enrollee Benefit Schedule

      E.    
       List of Required Reports

      F.       
    Disclosure Form


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 4 of
57

          
            

          

        

        
           


        

      


      CONTRACT
TO PROVIDE COMPREHENSIVE MEDICAL SERVICES

      


      THIS Contract is entered into between
the Florida Healthy Kids Corporation (“FHKC”) and WellCare of Florida,
Inc.  (“INSURER”).

      


      SECTION
1                                DEFINITIONS

      


      As used
in this Contract, the term:

      


      
        	
                1-1

              	
                “Applicant”
      means a parent or guardian of a child or a child whose disability of
      nonage had been removed under chapter 743, F.S. who applies for
      determination of eligibility for health benefits coverage under ss.
      409.810-820 F.S.

              


      

      


      
        	
                1-2

              	
                “Children’s
      Medical Services network” (CMS network) means the statewide managed care
      system which includes health care providers, as defined in Section
      391.021(1), F.S., which is financed by Title XXI. CMS network as used
      under this Contract does not include any additional programs and services
      by or through CMS network or which are not funded by Title XXI (such
      services colloquially and collectively known in the regular course of
      business as “the CMS Safety Net
Program”).

              


      

      


      
        	
                1-3

              	
                “Commencement
      Date” means that date on which INSURER commenced performance of
      Comprehensive Medical Care Services to
  Enrollees.

              


      

      


      
        	
                1-4

              	
                “Comprehensive
      Medical Care Services” means those services, medical equipment and
      supplies to be provided by INSURER in accordance with the standards set by
      FHKC and further described in Attachment
C.

              


      

      


      
        	
                1-5

              	
                “Contract
      Year” means October 1 through September 30th.

              


      

      


      
        	
                1-6

              	
                “Co-Payment”
      means the payment required of the Enrollee at the time of obtaining
      service.

              


      

      


      
        	
                1-7

              	
                “Effective
      Date” means the last date on which the last Party to this Contract
      signed.

              


      

      


      
        	
                1-8

              	
                “Enrollee”
      means an individual who meets FHKC standards of eligibility and has been
      enrolled in the Program.

              


      

      


      
        	
                1-9

              	
                “Executive
      Director” means the Executive Director of FHKC as appointed by the FHKC
      Board of Directors.

              


      

      


      
        	
                1-10

              	
                “Florida
      Statutes” (F.S.) means the Florida Statutes as amended from time to time
      by the Florida Legislature during the term of this
    Contract.

              


      

      


      
        	
                1-11

              	
                “Program”
      means the program administered by FHKC as created by and governed under
      section 624.91, F.S. and related state and federal
  laws.

              


      


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 5 of
57

          
            

          

        

        
           


        

      

      


      
        	
                1-12

              	
                “Providers”
      means those providers set forth in INSURER’s Response to the Request for
      Proposals (RFP) and the Enrollee handbook as from time to time may be
      amended.

              


      

      


      
        	
                1-13

              	
                “Request
      for Proposals” means the invitation document issued by FHKC to interested
      parties inviting INSURER and other entities to submit proposals for the
      provision of Comprehensive Medical Care
  Services.

              


      

      


      
        	
                1-14

              	
                “State
      Children’s Health Insurance Program (SCHIP)” or “Title XXI” shall mean the
      program created by the federal Balanced Budget Act of 1997 as Title XXI of
      the Social Security Act.

              


      

      


      
        	
                1-15

              	
                “Subcontractor”
      means any entity or person with whom INSURER has executed a contract to
      perform services covered under this Contract that may have otherwise been
      provided for directly by INSURER.

              


      

      


      SECTION
2                                FHKC

      


      2-1           Coordination
of Benefits

      


      FHKC
agrees that INSURER may coordinate health benefits with other insurers as
provided for in section 624.91 (5)(c), F.S. and this
Contract.  INSURER also agrees to coordinate benefits with any other
insurer under contract with FHKC to provide comprehensive dental care benefits
to Enrollees, including the provision of prescription coverage by the Enrollee’s
health insurer if prescribed by the Enrollee’s dental provider.

      


      If
INSURER identifies an Enrollee covered through another health benefits program,
INSURER shall notify FHKC. FHKC shall decide whether the Enrollee may continue
coverage through FHKC in accordance with the eligibility standards adopted by
FHKC and in accordance with any applicable state or federal laws.

      


      2-2           Enrollee
Identification

      


      FHKC
shall promptly furnish to INSURER enrollment information to sufficiently
identify Enrollees in the Comprehensive Medical Care Services Plan authorized by
this Contract in accordance with the following:

      


      
        	
                 
      

              	
                A.

              	
                Not
      less than seven (7) working days prior to the start of the coverage month,
      FHKC shall provide INSURER a listing of Enrollees eligible for coverage
      that month.

              


      

      


      
        	
                 
      

              	
                B.

              	
                By
      the third (3rd) day after the effective date of coverage, FHKC shall also
      furnish INSURER a supplemental listing of eligible Enrollees for that
      coverage month. INSURER shall adjust enrollment retroactively to the first
      (1st) day of that month.

              


      


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 6 of
57

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                C.

              	
                FHKC
      may request INSURER accept additional Enrollees after the supplemental
      listing for enrollment retroactive to the first (1st) of that coverage
      month.  Such additions will be limited to those Enrollees who
      made timely payments but were not included on the previous enrollment
      reports.  If such additions exceed more than one percent (1%) of
      that month’s enrollment, INSURER reserves the right to deny FHKC’s
      request.

              


      

      


      2-3           Payment
to INSURER

      


      FHKC will
promptly forward the authorized premiums established under Section 3-17 on or
before the first (1st) day of
each month this Contract is in force beginning October 1,
2008.  Premiums are past due if not paid by the fifteenth (15th) day of
each month.  If premiums are past due, INSURER may terminate coverage
under this Contract after giving FHKC notice of the intent to
terminate.  Termination of coverage shall be retroactive to the last
day for which premium payment has been made.

      


      SECTION
3                                INSURER
RESPONSIBILITIES

      


      3-1           Access
to Care

      


      
        	
                 
      

              	
                INSURER
      shall meet or exceed the appointment and geographic access standards for
      pediatric medical care existing in the community and as specifically
      provided in this Contract.

              


      

      


      
        	
                 
      

              	
                INSURER
      shall maintain a medical provider network, under staff or contract,
      sufficient to permit reasonably prompt medical and dental services to all
      Enrollees in accordance with the terms of this
  Contract.

              


      

      


      3-1-1       Provider
Credentialing

      


      A.      
     Primary Care Providers

      


      INSURER’s
primary care Provider network shall include only board certified pediatricians
and family practice physicians or physician extenders working under the direct
supervision of a board certified practitioner to serve as primary care
physicians in its provider network.

      


      All
primary care physicians must provide covered immunizations to
Enrollees.

      


      INSURER
shall include only licensed dentists and specialists practicing within the scope
of their professional license to serve as Providers under this
Contract.

      


      INSURER
may request that an individual Provider be granted an exemption to this
requirement by making such a request in writing to FHKC and submitting the
proposed Provider’s curriculum vitae and stating a reason why the Provider
should be granted an exception. Such requests will be reviewed by FHKC on a case
by case basis and a written response will be made to INSURER on the outcome of
the request.


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 7 of
57

          
            

          

        

        
           


        

      

       

      A medical
home, as defined by the American Academy of Pediatrics, with a board certified
pediatrician or family practice physician or an exemption provider, must be
identified for each Enrollee.

      


      B.           
 Facility Standards

      


      Facilities
used for Enrollees shall meet applicable accreditation and licensure
requirements and meet facility regulations specified by the Agency for Health
Care Administration.

      


      C.       
     Behavioral Health Care and Substance Abuse
Providers

      


      INSURER
must maintain a provider network either directly or indirectly that includes
qualified provider for child and adolescent substance abuse and behavioral
health care services.

      


      INSURER
and its subcontractors agree to adopt section 394.491, F.S. and Chapter 397,
F.S. as guiding principles in the delivery of services and supports to Enrollees
with mental health and substance abuse disorders.

      


      INSURER
shall ensure that all direct behavioral health services provided to children and
adolescents under this Contract are delivered by individuals or entities who
meet the minimal licensure and credentialing standards set forth in statutes and
rules of the Department of Children and Family Services, the Department of
Health, and the Division of Medical Quality Assurance of the Agency for Health
Care Administration, pertinent to the treatment and prevention of mental health
and substance abuse disorders in children and adolescents.

      


      INSURER,
at a minimum, shall include within its subcontracted behavioral health care
resources a psychiatric hospital licensed under Chapter 395, F. S., a crisis
stabilization unit licensed under Chapter 394, F. S., and an addiction receiving
facility, licensed under Chapter 397, F. S., which an enrolled child or
adolescent may access as needed.

      


      INSURER’s
provider network shall also include board certified child psychiatrists or
practitioners licensed to practice medicine, osteopathic medicine, psychology,
clinical social work, mental health counseling, or marriage and family therapy
with a minimum of 2 (two) years full-time, post graduate, paid experience
providing mental
health and/or substance abuse services in a setting that specializes in
providing mental health and/or substance abuse services to children and/or
adolescents.


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 8 of
57

          
            

          

        

        
           


        

      

       

      3-1-2                     
 Geographical Access

      


      A.          
 Primary Care Medical Providers

      


      Geographical
access to board certified family practice physicians, pediatric physicians,
primary care providers or Advanced Registered Nurse Practitioner’s (ARNP),
experienced in child health care, of approximately twenty (20) minutes driving
time from residence to Provider. This driving time limitation may be reasonably
extended in those areas where such limitation with respect to rural residences
is unreasonable.  In such instance, INSURER shall provide access for
urgent care through contracts with the closest available Providers.

       

      B.        
    Specialty Care Medical Providers

      


      Specialty
medical services, ancillary services and hospital services are to be available
within sixty (60) minutes driving time from Enrollee’s residence to Provider.
The driving time limitation may be reasonably extended or waived in those areas
where such limitation with respect to rural residences is
unreasonable.

      


      


      3-1-3                      Appointment
Standards

      


      A.       
    Definitions

      


      For the
purposes of this Section, the following definitions shall apply:

      


      
        	
                 
      

              	
                1.

              	
                “Emergency
      care” means the level of care required for the treatment of an injury or
      acute illness that, if not treated immediately, could reasonably result in
      serious or permanent damage to the Enrollee’s
  health.

              


      

      


      
        	
                 
      

              	
                2.

              	
                “Urgently
      needed care” or “Urgent Care” means the level of care that is required
      within a twenty-four (24) hour period to prevent a condition from
      requiring emergency care.

              


      

      


      
        	
                 
      

              	
                3.

              	
                “Routine
      care” means the level of care can be delayed without anticipated
      deterioration in the Enrollee’s condition for a period of seven (7)
      calendar days.

              


      


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 9 of
57

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                4.

              	
                “Routine
      physical examinations” means the Enrollee’s annual physical examination by
      the Enrollee’s primary care provider in accordance with the schedule
      established by the American Academy of
  Pediatrics.

              


      

      


      B.        
   Appointment Access

      


      INSURER
shall provide timely treatment for Enrollees in accordance with the following
standards:

      


      1.           Emergency
care shall be provided immediately.

      


      
        	
                 
      

              	
                2.

              	
                Urgently
      needed care shall be provided within twenty-four (24)
    hours.

              


      

      
        	
                 
      

              	
                3.

              	
                Routine
      care of Enrollees who do not require emergency or urgent care shall be
      provided within seven (7) calendar days of the Enrollee’s request for
      services.

              


      

      
        	
                 
      

              	
                4.

              	
                Routine
      physical examinations shall be provided within four (4) weeks of the
      Enrollee’s request.

              


      

      
        	
                 
      

              	
                5.

              	
                Follow-up
      care shall be provided as medically
appropriate.

              


      

      


      
        	
                 
      

              	
                By
      utilization of the foregoing standards, FHKC does not intend to create
      standards of care or access to care different than those deemed acceptable
      within INSURER’s service area. Rather, FHKC intends that INSURER and its
      Providers timely and appropriately respond to Enrollee needs, as they are
      presented, in accordance with standards of care existing within the
      service area.  In applying these standards, INSURER and Provider
      shall give due regard to the level of discomfort and anxiety of the
      Enrollees and their families.

              


      

      


      3-2           Failure
to Provide Access

      


      In the
event FHKC determines that INSURER or its Providers, has failed to meet the
access standards established in this Contract, FHKC shall notify INSURER of its
non-compliance. Such notice may be provided via facsimile or other means,
specifying the failure in such detail as will reasonably allow INSURER to
investigate and respond within five (5) business days for non-emergency care.
Response to emergency or urgent non-compliance issues must be immediate upon
receipt of notice.

       

      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 10
of 57

          
            

          

        

        
           


        

      


      If any
such failure to provide access constitutes a material breach of this Contract,
as determined by FHKC in its sole discretion, such material breach shall entitle
FHKC to unilaterally terminate this Contract.  Termination for
material breach shall proceed pursuant to Section 4-18(C).

       

      Upon FHKC
identifying a material breach by INSURER, to address the ongoing health care
needs of Enrollees, FHKC may direct Enrollees to seek such services outside of
INSURER’s Provider network. Should FHKC direct such action, INSURER shall be
financially responsible for all such services.

      


      3-3           Integrity
of Professional Advice to Enrollees

      


      INSURER
must comply with section 457.985, Code of Federal Regulation (CFR) which
prohibits INSURER from interfering with the advice of health care professionals
to Enrollees and requires that professionals engaged in the performance of
INSURER’s duties under this Contract give information about treatments to
Enrollees and their families as provided by law.

      


      Likewise,
INSURER agrees to comply with section 457.985, CFR and any other applicable
federal or state laws and regulations related to physician incentive plans
including any disclosure requirements related to such incentive
plans.

      


      3-4           Benefits

      


      INSURER
agrees to make its provider network available to Enrollees in those counties
designated under Section 3-20 and to provide the Comprehensive Medical Care
Services in this Contract.

      


      3-5           Claims
Payment

      


      INSURER
will pay any claims from its offices located at 8735 Henderson Road, Renaissance
2, Tampa, FL 33634 or any other designated claims office located in its service
area.  INSURER will pay clean claims filed within thirty (30) business
days or request additional information of the claimant necessary to process the
claim.

      


      3-6           Continuation
of Coverage upon Termination of this Contract

      


      INSURER
agrees that, upon termination of this Contract for any reason, unless instructed
otherwise by FHKC, it will continue to provide inpatient services to Enrollees
who are then inpatients until such time as Enrollees have been appropriately
discharged.  However, INSURER shall not be required to provide such
extended benefits beyond twelve (12) calendar months from the date the Contract
is terminated.

      


      
 

       

      
        
          Florida Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 11
of 57

          
            

          

        

        
           


        

      


      
        If
INSURER terminates this Contract at its sole option and through no fault of
FHKC, and if on the date of termination an Enrollee is totally disabled and such
disability commenced while coverage was in effect, that Enrollee shall continue
to receive all benefits otherwise available under this Contract for the
condition under treatment which caused such total disability until the earlier
of:                    

         

                     
  A.          
 Expiration of the contract benefit period for such benefits;

         

      

      
        	
              	
                B.

              	
                Determination
      by the Medical Director of INSURER that treatment is no longer medically
      necessary;

              


      

       

      
        	
                 
      

              	
                C.

              	
                Expiration
      of twelve (12) months from the date of termination of coverage;
      or,

              


      

      


      
        	
                 
      

              	
                D.

              	
                Election
      by a succeeding carrier to provide replacement coverage without limitation
      as to the disabling condition.

              


      

      


      However,
these benefits will be provided only so long as the Enrollee is continuously
totally disabled and only for the illness or injury which caused the total
disability.

      


      For
purposes of this section, an Enrollee who is “totally disabled” shall mean an
Enrollee who is physically unable to work, as determined by the Medical Director
of INSURER, due to an illness or injury at any gainful job for which the
Enrollee is suited by education, training, experience or
ability.  Pregnancy, childbirth or hospitalization in and of
themselves does not constitute “total disability”. In the case of maternity
coverage, when an Enrollee is eligible for such coverage and when not covered by
a succeeding carrier, a reasonable period of extension of benefits shall be
granted.  The extension of benefits shall be limited to the maternity
services and newborn care benefits provided under this Contract and shall not be
based on total disability.

      


      3-7           Effective
Date of Enrollee Coverage

      


      Coverage
for every Enrollee shall become effective at 12:01 a.m. EST/EDT, on the first
day of the Enrollee’s first coverage month, as determined by FHKC.

      


      3-8           Eligibility

      


      INSURER
shall accept those Enrollees which FHKC has determined meet the Program’s
eligibility requirements.

      


      A.           Program
Eligibility

      


      The following eligibility criteria for
participation in the Program must be met:

      


      
        	
                 
      

              	
                1.

              	
                Enrollees
      must be children who are age five (5) years through eighteen (18) years.
      Age eligibility shall end on the last day of the month in which the
      Enrollee attains age nineteen (19).

              


      

      


      
        	
                 
      

              	
                2.

              	
                Enrollees
      must meet the eligibility criteria established under section 624.91, F.S.
      and as implemented by the FHKC Board of
  Directors.

              


      

       

      
        
          
            Florida
Healthy Kids Corporation

            October
1, 2008

            /s/
RR FHKC

            /s/
HS INSURER

             


          

          
            Page 12
of 57

            
              

            

          

          
             


          

        

      

       

      
        	
                 
      

              	
                3.

              	
                Eligible
      Applicants may enroll during time periods established by FHKC Board of
      Directors in accordance with section 624.91,
  F.S.

              


      

      


      
        	
                 
      

              	
                4.

              	
                Determination
      of eligibility for the Program is made solely by
  FHKC.

              


      


      
        	
                 
      

              	
                B.

              	
                Requests
      for Eligibility Review

              


      

      


      
        	
                 
      

              	
                If
      INSURER has reasonable cause to believe that an Enrollee is not eligible
      for the Program because that Enrollee should in fact be placed in a
      different state or federal program for such services which eligibility
      would render that Enrollee ineligible for the Program, INSURER may request
      in writing that FHKC review the eligibility of that Enrollee. FHKC shall
      ensure that all records and findings maintained by FHKC concerning a
      particular eligibility determination will be made available to INSURER
      with reasonable promptness to the extent permitted under sections 624.91
      and 409.821, F.S. regarding confidentiality of information held by FHKC
      and the Florida KidCare program.

              


      

      


      C.         
  Eligibility Dispute Process

      


      
        	
                 
      

              	
                If
      after review under this section, INSURER and FHKC dispute whether or not
      an Enrollee is eligible for the Program, upon payment of a one hundred
      dollar ($100.00) fee to FHKC from INSURER, FHKC will seek an independent
      determination of eligibility from the entity administering the comparable
      federal or state insurance program for which INSURER alleges the Enrollee
      is eligible.  Both INSURER and FHKC agree to be bound by the
      response of the entity receiving the request under this
      provision.  INSURER and FHKC agree that the rights and remedies
      provided under this section shall be exclusive as to eligibility
      disputes.

              


      

      


      
        	
                 
      

              	
                If
      an Enrollee is determined not to be eligible for the Program and INSURER
      included that Enrollee in an actuarial memorandum to support a premium or
      rate modification request under this Contract, then INSURER shall submit
      to FHKC a revised supporting actuarial memorandum which excludes that
      Enrollee.

              


      

      


      3-9           Enrollee
Protections from Collection

      


      Neither
INSURER nor any representative of INSURER shall collect or attempt to collect
from an Enrollee any money for services covered by the Program or any monies
owed by FHKC to INSURER.

      


      3-10           Enrollment
Procedures

      


      
        	
                 
      

              	
                Within
      five (5) business days of receipt of an enrollment file specified under
      Section 2-2, INSURER shall provide each Enrollee with an enrollment
      package. The enrollment package shall include, at a minimum, the following
      items:

              


      

       

      
        
          
            Florida
Healthy Kids Corporation

            October
1, 2008

            /s/
RR FHKC

            /s/
HS INSURER

             


          

          
            Page 13
of 57

            
              

            

          

          
             


          

        

      

       

      
        	
                 
      

              	
                A.

              	
                A
      membership card displaying the Enrollee’s name, identification number and
      effective date of coverage as well as any other information required by
      state or federal law.

              


      

            

      
        	 	B.	  An
      Enrollee handbook that complies with any federal or state requirements and
      has been approved by FHKC.  The handbook shall include a
      description of how to access services, a listing of any Co-Payment
      requirements, INSURER’s grievance process and the covered benefits.
      Co-Payment requirements shall specifically explain that in the event the
      Enrollee fails to pay the required Co-Payment, INSURER may decline to
      provide non-emergency or non-urgently needed care unless the Enrollee
      meets the conditions of waiver of Co-Payments described in Attachment
      D.
	
                 
      

              	
                C.

              	
                A
      current listing of all participating primary care physicians, specialists
      and other medical providers that includes the address, office hours and
      any age limitations for each
Provider.

              


      

      


      
        	
                 
      

              	
                Any
      cancellation of Enrollees from coverage shall be processed timely by
      INSURER upon receipt of the monthly enrollment files. INSURER will provide
      written notice of the effective date of cancellation, by regular mail, to
      each affected Enrollee within five (5) business days of receipt of such
      information.

              


      

      


      
        	
                 
      

              	
                INSURER
      must also comply with the guidance issued by the Office of Civil Rights of
      the United States Department of Health and Human Services (“Policy
      Guidance on Title VI Prohibition against National Origin Discrimination as
      it Effects Persons with Limited English Proficiency) regarding the
      availability of information and assistance for persons with limited
      English proficiency.

              


      

      


      3-11         Extended
Coverage

      


      Except
for terminations resulting from fraud, INSURER agrees to offer individual
coverage to all terminated Enrollees without regard to health condition
status.

      


      
        	
                3-12

              	
                Fraud

              


      

      


      
        	
                 
      

              	
                The
      following acts by a FHKC Applicant, Enrollee or other person are
      considered Fraud:

              


      

      


      
        	
                 
      

              	
                A.

              	
                Knowingly
      failing by any false statement, misrepresentation, impersonation, or other
      fraudulent means, to disclose any material fact necessarily used in making
      the determination as to such person’s qualification to receive
      Comprehensive Medical Care Services coverage under the
      Program;

              


      

      


      
        	
                 
      

              	
                B.

              	
                Knowingly
      failing to disclose a change in circumstances in order to obtain or
      continue to receive Comprehensive Medical Care Services under the Program
      to which he or she is not entitled or in an amount larger than that to
      which he or she is entitled.

              


      

       

      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 14
of 57

          
            

          

        

        
           


        

      

      


      
        	 	C.	Using
      or attempting to use, transfer, acquire, traffic, alter, forge, or possess
      a FHKC identification card to which he or she is not
      entitled.


      

       

      
        	
                 
      

              	
                D.

              	
                Committing
      any act subject to prosecution under Section 409.814,
  F.S.

              


      

      


      
        	
                 
      

              	
                E.

              	
                Aiding
      or abetting another person in the commission of any act under this
      definition.

              


      

      


      INSURER
shall have in place appropriate preventative and detection measures which ensure
against fraud as defined in this Contract.  FHKC shall have access to
monitor such fraud and abuse prevention activities conducted by INSURER. If
INSURER obtains information demonstrating or indicating fraud by subcontractors,
Applicants or Enrollees, INSURER shall report its findings to FHKC for
investigation.

      


      3-13         Grievances
and Complaints

      


      INSURER
agrees to provide a grievance process for all Enrollees. Any such grievance
process shall be governed by applicable federal and state laws and
regulations.

      


      INSURER
shall provide to FHKC a copy of INSURER’s current grievance process for
Enrollees upon execution of this Contract and then annually by July 1st.  Additionally,
INSURER shall provide FHKC with notice of any proposed changes to the process.
Such changes must be reviewed and approved by FHKC prior to
implementation.

      


      INSURER
shall maintain a record of all formal and informal grievances that includes the
date, name, nature and disposition of each grievance. INSURER shall provide FHKC
with a quarterly report of all grievances and complaints received by INSURER
involving Enrollees. The report shall list the number of grievances received
during the quarter and the disposition of those grievances. INSURER shall also
inform FHKC of any grievances that are referred to the Statewide Subscriber
Assistance Panel or its successor prior to their presentation at the
panel.

      


      3-14         Indemnification

      


      INSURER
agrees to indemnify and hold FHKC harmless from any losses resulting from
negligent, dishonest, fraudulent or criminal acts of INSURER, its officers, its
directors or its employees, whether acting alone or in collusion with
others.

      


      INSURER
shall indemnify, defend and hold FHKC and its officers, employees and agents
harmless from all claims, suits, judgments or damages, including court costs and
attorney fees, arising out of negligence or intentional torts by
INSURER.

      


      INSURER
shall hold Enrollees harmless from all claims for payments of covered services,
except Co-Payments, including court costs and attorney fees arising out of or in
the course of this Contract pertaining to covered services.  In no
case will FHKC or Enrollees be liable for any debts of INSURER.

       

      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 15
of 57

          
            

          

        

        
           


        

      


      INSURER agrees to indemnify, defend and hold
harmless FHKC, its officers, agents and employees from:

       

                     
A.           Any claims
or losses attributable to a service rendered by any subcontractor, person or
firm performing or supplying services, materials, or supplies in connection with
the performing or supplying of services, materials or supplies in connection
with the performance of this Contract regardless of whether or not FHKC knew or
should have known of such improper service, performance, materials or
supplies.

      


      
        	
                 
      

              	
                B.

              	
                Any
      failure of INSURER, its officers, employees or subcontractors to observe
      Florida law, including but not limited to labor laws and minimum wage
      laws, regardless of whether FHKC knew or should have known of such
      failure.

              


      

      


      
        	
                 
      

              	
                With
      respect to the rights of indemnification given herein, INSURER agrees to
      provide FHKC, if known to INSURER, timely written notice of any loss or
      claim and the opportunity to mitigate, defend and settle such loss or
      claim as a condition of indemnification.  With respect to the
      right of indemnification given herein, FHKC agrees to provide to INSURER,
      if known, timely written notice of any loss or claim and the opportunity
      to mitigate, defend and settle such loss or claim as a condition to
      indemnification.

              


      

      


      3-15     
   Insurance

      


      INSURER
shall not commit any work in connection with this Contract until it has obtained
all types and levels of insurance required and approved by the appropriate state
regulatory agencies.  The insurance includes but is not limited to
worker’s compensation, liability, fire insurance and property
insurance.  FHKC shall be provided proof of coverage of insurance by a
certificate of insurance within ten (10) business days of contract execution.
Continuing evidence of insurance coverage must be provided to FHKC by July
1st
of each year.

      


      FHKC
shall be exempt from and in no way liable for any sums of money that may
represent a deductible in any insurance policy. The payment of such deductible
shall be the sole responsibility of INSURER or subcontractor holding such
insurance.  The same holds true of any premiums paid on any insurance
policy pursuant to this Contract.  Failure to provide proof of
coverage shall constitute a material breach under Section 4-18(C).

      


      3-16         Lobbying
Disclosure

      


      INSURER
shall comply with applicable state and federal requirements for the disclosure
of information regarding lobbying activities of INSURER, subcontractors or any
authorized agent.  Certification forms shall be filed by INSURER
certifying that no state or federal funds have been or will be used in lobbying
activities.


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 16
of 57

          
            

          

        

        
           


        

      


      3-17         Medical
Records Requirements

       

      INSURER
shall require Providers to maintain medical records for each Enrollee under this
Contract in accordance with applicable federal and state law.

      


      A.           Medical
Quality Review and Audit

      


      FHKC
shall conduct an independent medical quality review of INSURER during this
Contract term.  The independent auditor’s report will include a
written review and evaluation of care provided to
Enrollees.  Additional reviews may also be conducted after completion
of the baseline review at the discretion of FHKC.  INSURER agrees to
cooperate in all evaluation efforts conducted or authorized by
FHKC.

      


      B.        
   Privacy of Medical Records

      


      INSURER
shall maintain all individual medical records with confidentiality and in
accordance with state and federal guidelines.  INSURER agrees to abide
by all applicable state and federal laws governing the confidentiality of minors
and the privacy of individually identifiable health
information.  INSURER’s policies and procedures for handling medical
records and protected health information shall comply with the Health Insurance
Portability and Accountability Act of 1996 (HIPAA), as amended from time to
time, and shall include provisions for when an Enrollee’s protected health
information may be used or disclosed without consent or
authorization.

      


      C.       
    Requests by Enrollees for Medical Records

      


      INSURER
will guarantee that each Enrollee or Applicant for the Enrollee may request and
receive a copy of records and information pertaining to that Enrollee in a
timely manner.  Additionally, the Enrollee or Applicant may request
that such records be corrected or supplemented.

      


      3-18         Membership
and Marketing Materials

      


      A.           Use
of FHKC and Florida KidCare Marketing Materials

      


      INSURER
shall not utilize the marketing materials, logos, trade names, service marks or
other materials belonging to FHKC without FHKC’s written
consent.  Written authorization must be received for each individual
use or activity.

      


      INSURER
also may not utilize any marketing materials, logos, trade names, service marks
or other materials identifying the Florida KidCare program without obtaining
prior written authorization from the state agency holding the rights to such
names or marks.

       

      
        
          
            Florida
Healthy Kids Corporation

            October
1, 2008

            /s/
RR FHKC

            /s/
HS INSURER

             


          

          
            Page 17
of 57

            
              

            

          

          
             


          

        

      

              

                      B.       
    Member Materials


      
        	
                 
      

              	
                INSURER
      is responsible for all preparation, cost and distribution of member
      handbooks, plan documents and other membership materials, as well as
      orientation for Enrollees.  Materials must be appropriate to the
      population served including, but not limited to, alternate language access
      in accordance with federal requirements, and must be unique to the
      Program.

              


      

      


      C.       
    FHKC Approval and Review

      


      All
Enrollee handbooks, forms and member materials must be approved by FHKC prior to
distribution.  In addition, INSURER agrees to annually provide FHKC
with a copy of all previously approved membership materials for review by July
1st.

      


      D.       
    Direct Marketing Restrictions

      


      INSURER
may engage in marketing activities subject to the prior written review and
approval of any such events, materials and activities by FHKC. INSURER will
submit scheduled events at least one (1) week in advance of the event if
materials for such event have not been previously approved by FHKC. All other
events must be approved at least twenty-four (24) hours in advance. INSURER will
use only marketing materials which have been approved in writing by
FHKC.

      


      INSURER
may also implement retention efforts directed at its current Enrollees subject
to the review and written approval of FHKC.

      


      E.     
      Use of Insurer’s Name

      


      INSURER
consents to the use of its name in any marketing and advertising or media
presentations describing FHKC which are developed and disseminated by FHKC.
INSURER reserves the right to review and concur in any such marketing materials
prior to dissemination.

      


      3-19         Notification
Requirements

      


      A.           Immediate
Notification Requirements

      


      INSURER shall immediately notify FHKC
in writing of:

      


      
        	
                 
      

              	
                1.

              	
                Any
      judgment, decree or order rendered by any court of any jurisdiction or
      Florida administrative agency enjoining INSURER from the sale or provision
      of services under Chapter 641, Part II,
F.S.

              


      

       

      
        
          
            Florida
Healthy Kids Corporation

            October
1, 2008

            /s/
RR FHKC

            /s/
HS INSURER

             


          

          
            Page 18
of 57

            
              

            

          

          
             


          

        

      

       

      
        	
                 
      

              	
                2.

              	
                Any
      petition by INSURER in bankruptcy or for approval of a plan of
      reorganization or arrangement under the Bankruptcy Act or Chapter
      631, Part I, F.S. or an admission seeking relief provided
      therein.

              


      


      
      

      
        	
                 
      

              	
                3.

              	
                Any
      petition or order of rehabilitation or liquidation as provided in Chapter
      631 or 641, F.S.

              


      

      


      
        	
                 
      

              	
                4.

              	
                Any
      order revoking INSURER’s Certificate of
  Authority.

              


      

      


      
        	
                 
      

              	
                5.

              	
                Any
      administrative action taken by the Department of Financial Services,
      Office of Insurance Regulation or the Agency for Health Care
      Administration in regard to
INSURER.

              


      

      


      
        	
                 
      

              	
                6.

              	
                Any
      medical malpractice action filed in a court of law in which an Enrollee is
      a party (or in which Enrollee’s allegations are to be
      litigated).

              


      

      


      
        	
                 
      

              	
                7.

              	
                The
      filing of an application for change in ownership with the Florida
      Department of Financial Services or the Office of Insurance
      Regulation.

              


      

      


      
        	
                 
      

              	
                8.

              	
                Any
      pending litigation or commencement of legal action involving INSURER in
      which liability for or INSURER’s obligation to pay could exceed five
      hundred thousand dollars ($500,000.00) or ten percent (10%) of INSURER’s
      surplus.

              


      

      


      B.           
Monthly Notification Requirements

      


      INSURER
shall inform FHKC monthly of any changes to the provider network that differ
from the network presented in the original bid proposal, including
discontinuation of any primary care providers or physician practice associations
or groups with Enrollees on its panels.  FHKC may require INSURER to
provide FHKC with evidence that its provider network continues to meet the
access to care requirements under this Contract.

       

      
        
          Florida
Healthy Kids Corporation  

          October
1, 2008 

          /s/
RR FHKC

           /s/
HS INSURER

          
          

        

        
          Page 19
of 57

          
            

          

        

        
          
          

        

      

       

      3-20     
   Premium Rate Provisions

      


      3-20-1                      Premium
Rate

      


      The
premium rate charged for the provision of Comprehensive Medical Care Services
for October 1, 2008 through September 30, 2009 shall be as follows:

      


      As to
HealthEase:

      


      
        	
                COUNTY

              	
                PER
      MEMBER PER MONTH

              
	
                Bay

              	
                $110.38

              
	
                Citrus

              	
                $95.63

              
	
                Clay

              	
                $92.99

              
	
                Duval

              	
                $92.99

              
	
                Martin

              	
                $103.00

              
	
                Nassau

              	
                $92.99

              
	
                Washington

              	
                $110.38

              


      

      


      As to StayWell:

      


      
        	
                COUNTY

              	
                PER
      MEMBER PER MONTH

              
	
                Broward

              	
                $111.18

              
	
                Miami-Dade

              	
                $104.20

              
	
                Hernando

              	
                $102.45

              
	
                Hillsborough

              	
                $100.45

              
	
                Orange

              	
                $110.10

              
	
                Osceola

              	
                $84.16

              
	
                Palm
      Beach

              	
                $90.79

              
	
                St.
      Lucie

              	
                $94.71

              


      

       

      3-20-2     Additional
Requirements for Premium Rates

      


      
        	
                 
      

              	
                A.

              	
                Minimum
      Medical Loss Ratio

              


      

      


      
        	
                 
      

              	
                The
      minimum medical loss ratio shall be eighty-five (85%)
    percent.

              


      

      
      

      


      INSURER
must submit a quarterly medical loss ratio report with results presented by
month incurred, by county as well for INSURER’s entire block of business covered
under this Contract.  The report is due by the fifteenth of the month
following the close of the quarter as follows:



      
        
          	
                   

                	 
      

                  January
      1 – March 30:

                	
                  April
      15th

                
	
                   

                	 
      

                  April
      1 – June 30:

                	
                  July
      15th

                
	
                   

                	 
      

                  July
      1 – September 30:

                	
                  October
      15th

                
	
                   

                	 
      

                  October
      1 – December 31:

                	
                  January
      15th

                


        

         

        
          
            
              Florida
Healthy Kids Corporation

              October
1, 2008

              /s/
RR FHKC

              /s/
HS INSURER

               


            

            
              Page 20
of 57

              
                

              

            

            
               


            

          

        

         

      

      If the
reporting deadline falls on a holiday or weekend, the report is due on the next
business day.

      


      
        	
                 
      

              	
                B.

              	
                Maximum
      Administrative Component

              


      

      


      The
maximum administrative component shall not exceed fifteen (15%)
percent.

      


      
        3-20-3     Experience
Adjustment

         

        In the
event that the actual medical loss ratio (MLR) that the INSURER achieves for
this CONTRACT is better than eighty five percent (85%), calculated in
the

      

      same
manner as the premium development and allocation methodology utilized in
INSURER’s ITN response. INSURER shall return to FHKC a share of the dollar
difference between the INSURER’s actual MLR for said period and the projected
minimum MLR of eighty five percent (85%) based on the following tiered
Experience Adjustment schedule:

      


      
         

        
          	 	 A.	 Tier
      I:  MLR of 84.99 to 82.00
      Percent:              
      	  50% to
      FHKC
	 	 	 (84.99% to
      82.00%)	 
	 	 B.   	Tier II: MLR of
      81.99 Percent of Less:  	 100% to
      FHKC
	 	 	 (81.99%
      or less)	 


        

          

      

      If
INSURER’s actual MLR is less than eighty-five percent (85%) during a Contract
Year, but not lower than eighty two percent (82%), INSURER shall return to FHKC
fifty percent (50%) of the difference between the actual MLR and the projected
minimum MLR of eighty five percent (85%), pursuant to sub-paragraph 3-20-3A Tier
I.

      


      If
INSURER’S actual MLR is less than eighty-two percent (82%) during any Contract
Year, INSURER shall return to FHKC the sum of the Tier I and Tier II experience
adjustment pursuant to sub- paragraph 3-20-3A and B, as follows:

      


      
        	
                 
      

              	
                1)

              	
                fifty
      percent (50%) of the difference between INSURER’s actual MLR of eighty-two
      percent (82%) and the minimum MLR of eighty-five percent (85%),
      and

              


      

      


      
        	
                 
      

              	
                2)

              	
                one
      hundred percent (100%) of the difference between INSURER’s actual MLR and
      the Tier II maximum MLR of eighty-two percent
  (82%).

              


      

      


      INSURER
shall provide FHKC with a written copy of its findings for each Contract year by
April 1st.  If
any payments are due under this provision, INSURER shall forward such payment
within thirty (30) days of its written notification. INSURER may be subject to
audit or verification by FHKC or its designated agents.

      


      FHKC
shall determine the adequacy of the information supplied under this section and
whether or not the calculation has been accurately performed.

       

      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 21
of 57

          
            

          

        

        
           


        

      


      
        The
calculation shall be reported in a format approved by FHKC and FHKC may also
request supporting documentation. After receipt of INSURER’S submission, FHKC
may request that the calculation also be provided on a county by county
basis.

        


        INSURER’S
submission must include the following minimum information:

        


        Insurer
Name:

        Contract
Year:

        Counties
Included in Calculation:

      

      
                       
Total Premiums Paid to INSURER during Contract Year: $

      Actual
Incurred Claims for Contract
Year:                                          
   $

      Medical
Loss Ratio
Achieved:                                                                 $

      


      Apply
adjustment percentage in accordance with Section 3-20-3.

      


      Amount
Due to
FHKC:                                                                              $

      


      3-21         Premium
Rate Modifications

      


      INSURER
shall provide an actuarial memorandum to FHKC supporting any premium rate
adjustment requested under this section prior to any adjustment taking
effect.

      


      3-21-1     Annual
Adjustment Request

      


      Upon
request by INSURER, the Board of Directors of FHKC may approve an annual
adjustment to the premium rate. Prior to any submission deadline, FHKC will
provide INSURER with any trend information or other actuarial standards that may
be applied to any rate requests by FHKC’s consulting actuary during the review
process.

      


      Each
adjustment request must meet all of the following conditions:

      


      
        	
                 
      

              	
                A.

              	
                Any
      request to adjust the premium rate for the upcoming Contract Year must be
      received by FHKC by April 1st
      (first).

              


      

      


      
        	
                 
      

              	
                B.

              	
                INSURER’S
      request for an adjustment must be accompanied by a supporting actuarial
      memorandum which includes a breakdown of the rate utilizing the following
      categories:

              


      

      


      
        	
                 
      

              	
                Primary
      Care Physicians

              


      

      
        	
                 
      

              	
                Specialty
      Care

              


      

      
        	
                 
      

              	
                Hospital
      Inpatient

              


      

      
        	
                 
      

              	
                Hospital
      Outpatient

              


      

      
        	
                 
      

              	
                Pharmacy

              


      

      
        	
                 
      

              	
                Durable
      Medical Equipment

              


      

      
        	
                 
      

              	
                Behavioral
      Health

              


      

      
        	
                 
      

              	
                Substance
      Abuse

              


      

      
        	
                 
      

              	
                Other
      Services (Provide details)

              


      

      
        	
                 
      

              	
                Administration

              


      

       

      
        
          
            Florida
Healthy Kids Corporation

            October
1, 2008

            /s/
RR FHKC

            /s/
HS INSURER

             


          

          
            Page 22
of 57

            
              

            

          

          
             


          

        

      

       

      
        	
                 
      

              	
                C.

              	
                Any
      proposed premium rate adjustment must include all counties covered by the
      currently approved premium rate and be presented in the same format as
      submitted by INSURER under the ITN
process.

              


      

        

      
        	 	D.    	The
      proposed premium rate shall not be excessive or inadequate in accordance
      with the standards established by the Department of Financial Services or
      the Office of Insurance Regulation for such
  determination.


      

       

      
        	
                 
      

              	
                E.

              	
                All
      approved rate adjustment requests under this Section are effective October
      1st through September 30th

              


      

      


      
        	
                 
      

              	
                F.

              	
                Non-compliance
      with any reporting requirements under this Contract may result in the
      denial of a rate adjustment request submitted by INSURER at FHKC’s sole
      discretion, and such denial is not subject to the provisions of Section
      3-21-2.

              


      

      


      3-21-2                      Annual
Premium Rate Adjustment Denials

      


      In the
event that INSURER’s annual premium rate adjustment is denied by the Board of
Directors of FHKC, and INSURER desires to appeal such decision, INSURER may
request that an independent actuary be retained to determine whether or not the
proposed rate is excessive or inadequate.

      


      
        	
                 
      

              	
                A.

              	
                Any
      request for a review of a denied premium rate must be submitted by INSURER
      to FHKC in writing within fourteen (14) business days of the date of the
      board meeting in which the Board of Directors denied the premium rate
      request.

              


      

      


      
        	
                 
      

              	
                B.

              	
                Within
      fourteen (14) calendar days of receipt of such request, FHKC shall provide
      INSURER with a list of three (3) qualified, independent actuaries and also
      provide the curriculum vitae for each proposed independent
      actuary.  INSURER shall select an independent actuary from the
      list provided by FHKC no later than fourteen (14) calendar days following
      receipt of all information from
FHKC.

              


      

      


      
        	
                 
      

              	
                FHKC
      shall ensure that none of the three (3) qualified independent actuaries
      offered for selection has a working or personal relationship with FHKC’s
      contracted actuary. INSURER shall ensure that the actuary selected from
      the three (3) qualified, independent actuaries received from FHKC does not
      have a historical or current working relationship with INSURER or any
      working or personal relationship with an employee of INSURER or a
      Consultant/Contractor of INSURER involved in the course of this review or
      the original filing for a rate increase outside the scope of this
      project.

              


      

       

      
        
          
            Florida
Healthy Kids Corporation

            October
1, 2008

            /s/
RR FHKC

            /s/
HS INSURER

             


          

          
            Page 23
of 57

            
              

            

          

          
             


          

        

      

       

      
        	
                 
      

              	
                C.

              	
                The
      Letter of Engagement will be executed by the selected independent actuary,
      FHKC and INSURER.

              


      


      
        	
                 
      

              	
                D.

              	
                FHKC
      and INSURER are financially responsible for the fees incurred by the
      independent actuary for this dispute process and shall each pay fifty
      percent (50%) of the total costs.

              


      

      


      
        	
                 
      

              	
                E.

              	
                All
      communications after execution of the Letter of Engagement and up through
      the submission of the final report by the independent actuary shall
      include both FHKC and INSURER, no communication may take place between the
      contracted independent actuary and just one (1) of the other
      parties.  If such communication takes place, the independent
      actuary will be disqualified and the Letter of Engagement terminated,
      immediately, and the review process begins again with a different
      independent actuary, pursuant to this
section.

              


      

      


      
        	
                 
      

              	
                F.

              	
                The
      selected independent actuary will only review the original rate request as
      filed by INSURER, any reports developed by FHKC or FHKC’s consulting
      actuary and any supplemental communications regarding the proposed rate in
      existence prior to denial of the rate by the FHKC board of
      directors.  No new information may be considered during the
      review process, unless both FHKC and INSURER in writing agree to the
      provision of such information.

              


      

      


      
        	
                 
      

              	
                F.

              	
                In
      conducting the review, the independent actuary
  may:

              


      

      


      
        	
                 
      

              	
                a.

              	
                Uphold
      the rate requested by INSURER; or

              


      

      
        	
                 
      

              	
                b.

              	
                Deny
      the rate requested by INSURER.

              


      

      


      If the
independent actuary denies the rate requested by the INSURER, the independent
actuary may recommend a revised rate.  In no event may the independent
actuary’s recommended rate be higher than the original rate requested by the
INSURER.

      


      Acceptance
of the revised rate is at the discretion of the FHKC Executive Director after
consulting with FHKC’s actuary.  If the revised rate is denied by the
Executive Director, the premium rate shall continue at the previous, most
recently approved rate.  INSURER may submit a written request for a
review of that determination at the next regularly scheduled meeting of the FHKC
Board of Directors following the Executive Director’s decision.

       

      
        
          
            Florida
Healthy Kids Corporation

            October
1, 2008

            /s/
RR FHKC

            /s/
HS INSURER

             


          

          
            Page 24
of 57

            
              

            

          

          
             


          

        

      

       

      
        	
                 
      

              	
                G.

              	
                The
      independent actuary’s findings as described in Paragraph E of this Section
      must be in writing and communicated to both FHKC and INSURER within thirty
      (30) calendar days after execution of the Letter of Engagement by all
      parties.

              


      

      


      
        	
                 
      

              	
                H.

              	
                The
      effective date of any premium rate adjustment based upon the actuary’s
      determination shall be October 1st (first) or the first of
      the month following receipt of the independent actuary’s findings,
      whichever occurs first.

              


      


      
      

      
        	
                 
      

              	
                I.

              	
                The
      findings of the independent actuary to either uphold or deny the rate will
      be binding.  However, if the independent actuary finds that the
      rate should be denied, then at the discretion of the Executive
      Director:

              


      

      


      
        	
                 
      

              	
                a.

              	
                if
      the independent actuary provides a new recommended rate, the recommended
      revised rate may be implemented; or

              


      

      
        	
                 
      

              	
                b.

              	
                The
      previous, most recently approved rate may be continued for the upcoming
      Contract Year.

              


      

      


      3-21-3                      Change
in Benefit Schedule

      


      
        	
                 
      

              	
                INSURER
      understands that changes in federal and state law may require amendments
      to the Enrollee Benefit Schedule during the Contract
      term.  Should such changes be necessary, FHKC shall notify
      INSURER in writing of the required change and INSURER shall have thirty
      (30) days to agree to the amended benefit
  schedule.

              


      

      


      
        	
                 
      

              	
                If
      the change in the benefit schedule results in a reduction in a benefit
      level or increases in co-payments, FHKC may require that INSURER reduce
      its premium rate by an amount actuarially equivalent to the benefit
      reduction.

              


      

      


      If
benefits or co-payments are modified under this Section, INSURER may submit a
request for a rate adjustment to accommodate this modification. Final
determination of the INSURER’s compliance under this Section shall be made by
FHKC and shall not be subject to the provisions of Section 3-21-2.

      


      
        	
                 
      

              	
                 If
      INSURER elects not to implement the necessary change, FHKC may terminate
      this Contract by providing INSURER with a written notice of intent to
      terminate and include a termination date of not less than ninety (90) days
      from the date of the written notification or earlier if required by
      law.

              


      

      


      3-21-4                      Specialty
Fee Arrangements

      


      
        	
                 
      

              	
                FHKC
      shall have the right to negotiate specialty fee arrangements with
      non-INSURER affiliated providers and make such rates available to
      INSURER.  In such cases, if there is a material impact on the
      premium rate, it will be adjusted by INSURER in a manner consistent with
      sound actuarial practices.

              


      

       

      
        
          
            Florida
Healthy Kids Corporation

            October
1, 2008

            /s/
RR FHKC

            /s/
HS INSURER

             


          

          
            Page 25
of 57

            
              

            

          

          
             


          

        

      

       

      3-22         Quality
Assurance

      


      INSURER
shall maintain a quality assurance program throughout the term of this Contract
for Enrollees. If INSURER has an existing program it must satisfy FHKC’s quality
assurance standards. Additionally, INSURER shall provide FHKC with notice of any
proposed changes to the quality assurance program. Such changes must be reviewed
and approved by FHKC prior to implementation.


      3-23           Records
Retention and Accessibility

      


      
        	
                 
      

              	
                A.

              	
                INSURER
      agrees to maintain books, records and documents in accordance with
      generally acceptable accounting principles which sufficiently and properly
      reflect all expenditures of funds provided by FHKC under this
      Contract.

              


      

      


      
        	
                 
      

              	
                B.

              	
                INSURER
      shall have all records used or produced in the course of the performance
      of this Contract available at all reasonable times for inspection, review,
      audit or copying to FHKC, any vendor contracted with FHKC or any state or
      federal regulatory agency as authorized by law or FHKC.  Access
      to such records will be during normal business hours and will be either
      through on-site review of records or through the mail. These records shall
      be retained for a period of at least five (5) years following the term of
      this Contract, except if an audit is in progress or audit findings are yet
      unresolved, in which case records shall be kept until all tasks are
      completed.

              


      

      


      
        	
                 
      

              	
                C.

              	
                INSURER
      agrees to cooperate in any evaluative efforts conducted by FHKC or an
      authorized subcontractor of FHKC both during and for a period of at least
      five (5) years following the term of this Contract.  These
      efforts may include a post-Contract
audit.

              


      

      


      
        	
                 
      

              	
                D.

              	
                Additionally,
      INSURER agrees to provide to FHKC, by July 1st
      (first) each year, an audited financial statement for INSURER’S preceding
      fiscal year.  If such is not customarily available in the
      ordinary course of INSURER’S business, then a written statement from an
      accountant verifying the financial stability of INSURER shall be submitted
      and be subject to the approval of the FHKC Board of
    Directors.

              


      

      


      
        	
                 
      

              	
                E.

              	
                INSURER
      shall include all the requirements of this subsection in all approved
      subcontracts and assignments and INSURER agrees to require subcontractors
      and assignees to meet these
requirements.

              


      

      


      
        	
                 
      

              	
                It
      is expressly understood that evidence of INSURER’S refusal to
      substantially comply with this provision or such failure by INSURER’S
      subcontractors, assignees or affiliates performing under this Contract
      shall constitute a material breach and renders this Contract subject to
      unilateral cancellation by FHKC.

              


      

      

        
          
            Florida
Healthy Kids Corporation

            October
1, 2008

            /s/
RR FHKC

            /s/
HS INSURER

             


          

          
            Page 26
of 57

            
              

            

          

          
             


          

        

      

       

      
        3-24         Refusal
of Coverage

        


        INSURER
shall not refuse to provide coverage to any Enrollee on the basis of past or
present health status.

        


        3-25         Regulatory
Filings

      

      
 

      INSURER
will forward all regulatory filings relating to this Contract to FHKC for its
review and approval. Once such regulatory filings are approved, FHKC will submit
such filings to the extent required by law or as desired by FHKC to the
Department of Financial Services or other appropriate regulatory entity on
INSURER’s behalf.

      


      3-26         Reporting
Requirements

      


      INSURER
shall comply with all reporting requirements under this Contract in the manner
and timeframes specified for each report and as listed under Attachment
E.

      


      INSURER
shall also provide quarterly encounter and claims data for all services rendered
under this Contract including any services provided by contracted Providers.
Such data shall be submitted on a quarterly basis utilizing a process and format
established by FHKC. FHKC may amend the process, format or requirements during
the Contract term and INSURER shall incorporate any such changes no later than
the third (3rd)
quarter’s report after notification of such changes by FHKC.

      


      INSURER
is responsible for guaranteeing that all subcontractors comply with these
reporting requirements.  INSURER also agrees to attest to the
accuracy, completeness and truthfulness of claims and payment data that are
submitted to FHKC under penalty of perjury.  Access to Enrollee claims
data by FHKC, the State of Florida, the federal Centers for Medicare and
Medicaid Services and the Department of Health and Human Services Inspector
General will be allowed to the extent permitted by law.

      


      The
timetable for the delivery of quarterly statistical reports is as
follows:

      


      
        	
                Encounters
      and Claims Processed During:

              	
                Claims
      Data Due to FHKC by:

              
	
                January
      1st –
      March 31st

              	
                April
      15th

              
	
                April
      1st –
      June 30th

              	
                July
      15th

              
	
                July
      1st –
      September 30th

              	
                October
      15th

              
	
                October
      1st –
      December 31st

              	
                January
      15th

              


      

      


      Failure
to provide these reports in a timely manner shall constitute a material breach
as defined under Section 4-18(C).

      


      3-27         Subrogation
Rights

      


      In the
event INSURER provides medical services or benefits to Enrollees who suffer
injury, disease or illness by virtue of the negligent act or omission of a third
party, INSURER shall be entitled to seek reimbursement from the Enrollee or
third party, at the prevailing rate, for the reasonable value of the services or
benefits provided.  INSURER shall not be entitled to reimbursement in
excess of the Enrollee’s monetary recovery for medical expenses provided from
the third party.  INSURER is solely responsible for the coordination
of benefits with any other third party payor in accordance with section 624.91,
F.S. Nothing in this section as to coordination of benefits shall limit the
Enrollee’s right to receive direct health services under this
Contract.


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 27
of 57

          
            

          

        

        
           


        

      

      


      3-28         Termination
of Participation

      


      An
Enrollee’s coverage under this Program shall terminate on the last day of the
month in which the Enrollee:

      


      
        	
                 
      

              	
                A.

              	
                Ceases
      to be eligible to participate in the
Program;

              


      

      


      
        	
                 
      

              	
                B.

              	
                Establishes
      residence outside of the service area;
or

              


      

      


      
        	
                 
      

              	
                C.

              	
                Is
      determined to have acted fraudulently as fraud is defined in this
      Contract.

              


      

      


      Termination
of coverage and the effective date of that termination shall by determined
solely by FHKC.

      


      3-29         Use
of Subcontractors or Affiliates

      


      INSURER
may contract with subcontractors or affiliates to deliver services under this
Contract subject to the following conditions.

      


      
        	
                 
      

              	
                A.

              	
                INSURER
      identified the subcontractor or affiliate in its response to the RFP for
      covered by this Contract.

              


      

      


      
        	
                 
      

              	
                B.

              	
                INSURER
      has provided FHKC with a copy of the current contract or other written
      agreement and any amendments for services under this Contract between
      INSURER and the subcontractor or affiliate. FHKC shall have the right to
      withhold its approval of any such contracts, agreements and
      amendments.

              


      

      


      
        	
                 
      

              	
                C.

              	
                INSURER’S
      Contract with the subcontractor or affiliate fully complies with all terms
      and conditions of this Contract between INSURER and
  FHKC.

              


      

      


      
        	
                 
      

              	
                D.

              	
                INSURER
      agrees to provide FHKC with timely notice of termination of such
      agreements with any subcontractor or affiliate.  On a quarterly
      basis, INSURER shall provide FHKC with an attestation as to the adequacy
      of the INSURER’s network.

              


      

      


      
        	
                 
      

              	
                E.

              	
                INSURER
      shall provide FHKC with timely notice of INSURER’S intent to contract with
      any new subcontractors or affiliates for services covered under this
      Contract.  Prior to execution, INSURER shall forward for FHKC’s
      review and approval any proposed agreement for services with
      subcontractors or affiliates.

              


      

      


      
        	
                 
      

              	
                F.

              	
                By
      July 1st
      each year, INSURER agrees to provide FHKC with an annual report listing,
      for the previous calendar year, all subcontractors or affiliates that
      performed services under this Contract for
  INSURER.

              


      


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 28
of 57

          
            

          

        

        
           


        

      


      All
agreements between INSURER and its subcontractor or affiliates to provide
services under this Contract shall be reduced to writing and shall be executed
by both parties. All such agreements shall also be available to FHKC within
seven (7) business days of request for production.

      


      Failure
of INSURER to comply with the provisions of this section shall constitute a
material breach as provided under Section 4-18(C) of this Contract.

      


      SECTION
4                                GENERAL
TERMS AND CONDITIONS

      


      4-1           Amendment

      


      This
Contract may be amended by mutual written consent of the parties at any time.
This Contract shall automatically be amended to the extent necessary from time
to time to comply with state or federal laws or regulations or the requirements
of FHKC’s contract with the Agency for Health Care Administration (AHCA) upon
notice by FHKC to INSURER to that effect.

      


      4-2           Assignment

      


      This
Contract and the monies that may become due under it may not be assigned by
INSURER without the prior written consent of FHKC.  Any purported
assignment without such consent shall be deemed null and void.

      


      FHKC may
assign this Contract and the monies that may become due under it. Prior to any
such assignment, FHKC shall provide at least ninety (90) days written notice to
INSURER indicating its intention to assign the Contract. INSURER may elect to
terminate the Contract at the end of the next Contract term by providing written
notice to FHKC at least one-hundred and twenty (120) calendar days before the
end of the Contract term unless otherwise required by law.

      


      
        	
                4-3

              	
                Attachments

              


      

      


      Attachments
A through F are all incorporated into this Contract by reference.  In
any conflict between these Attachments and this Contract, the Contract provision
shall control.

      


      
        	
                4-4

              	
                Attorney
      Fees

              


      

      


      In the
event of any legal action, dispute, litigation or other proceeding with relation
to this Contract, FHKC shall be entitled to recover from INSURER its attorney
fees and costs incurred, whether or not suit is filed, and if filed, at both
trial and appellate levels.  Legal actions are defined to include
administrative proceedings.  It is understood that the intent of this
provision is to protect the Enrollees who receive health insurance benefits
through the Program and rely upon the continuation of the
Program.


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 29
of 57

          
            

          

        

        
           


        

      


      4-5           Bankruptcy

      


      FHKC
shall have the absolute right to elect to continue or terminate this Contract,
at its sole discretion, in the event INSURER or any of its approved
subcontractors file a petition for bankruptcy or for approval of a plan of
reorganization or arrangement under the Bankruptcy Act. INSURER shall give FHKC
notice of the intent to petition for bankruptcy or reorganization or arrangement
at the time of the filing and immediately provide a copy of such filing to FHKC.
FHKC shall have thirty (30) calendar days upon receipt of such notice to elect
continuation or termination of this Contract.

      


      4-6           Change
of Controlling Interest

      


      FHKC
shall have the absolute right to elect to continue or terminate this Contract,
at its sole discretion, in the event of a change in the ownership or controlling
interest of INSURER or any of its approved subcontractors.  INSURER
shall give FHKC notice of regulatory agency approval, if applicable, prior to
any transfer or change in control. FHKC shall have thirty (30) calendar days to
elect continuation or termination of this Contract upon receipt of such
notice.

      


      4-7           Confidentiality

      


      INSURER
shall treat all information, particularly personal or identifying information
relating to Applicants or Enrollees that is obtained through its performance
under this Contract, as confidential information to the extent confidential
treatment is provided under state and federal laws including sections 624.91 and
409.821, F.S. regarding confidentiality of information held by FHKC and the
Florida KidCare Program.  INSURER shall not use any information
obtained in any manner except as necessary for the proper discharge of its
obligations and to secure its rights under this Contract.  Such
information shall not be divulged without written consent of FHKC, the Applicant
or the Enrollee.  This provision does not prohibit the disclosure of
information in summary, statistical or other form which does not identify
particular individuals.

      


      INSURER
and FHKC mutually agree to maintain the integrity of all proprietary information
to the extent provided under the law.  Neither party will disclose or
allow others to disclose proprietary information as determined by law by any
means to any person without prior written approval of the other
party.  All proprietary information will be so
designated.  This requirement does not extend to routine reports and
membership disclosure necessary for efficient management of the
Program.

      


      INSURER
understands that FHKC may be subject to the Florida Public Records Act, Section
119.07, F.S. and therefore all such information may be considered a public
record and open to inspection. Thus, unless otherwise confidential or exempted
by law, INSURER shall allow public access to all documents, papers, letters,
electronic correspondence or other material subject to the provisions of Chapter
119, F.S. and made or received by INSURER in conjunction with this
Contract.  However, INSURER agrees to advise FHKC prior to the release
of any such information.


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 30
of 57

          
            

          

        

        
           


        

      

       

      4-8           Conflicts
of Interest; Non-Solicitation

      


      4-8-1       Conflicts
of Interest

      


      INSURER
confirms that to the best of its knowledge, the responsibilities and duties
assumed pursuant to this Contract are not in conflict with any other interest to
which INSURER is obligated or from which INSURER benefits.  Further,
INSURER agrees to inform FHKC immediately after becoming aware of any conflicts
of interest which it may have with the interests of FHKC, as set forth in this
Contract and which may occur in the future.

      


      Within
ten (10) days of contract execution, INSURER shall submit the attached
disclosure form identifying any relationships, financial or otherwise with any
FHKC Board Member, FHKC Ad Hoc Board Member or any employee of
FHKC.

      


      
        	
                               
      4-8-2

              	
                Gift
      Prohibitions

              


      

      


      In
accordance with FHKC Corporate Policies, INSURER affirms its understanding that
FHKC Board Members, FHKC Ad Hoc Board Members and FHKC Employees are prohibited
from accepting any gifts, including but not limited to, any meal, service or
item of value even de minimus from those entities that conduct or seek to
conduct business with FHKC.

      


      4-8-3       Non-Solicitation

      


      INSURER
recognizes and acknowledges that as a result of this Contract INSURER will come
into contact with employees of FHKC and that these employees have received
considerable training by FHKC.  INSURER agrees not to solicit, recruit
or hire any individual who is employed by FHKC during the term of this
Contract.  This prohibition shall be in effect for both the term of
this Contract and twelve (12) months immediately following its
termination.

      


      4-9           Effective
Dates

      


      
        	
                 
      

              	
                1.

              	
                This
      Contract shall begin on October 1, 2008 (“Commencement
    Date”).

              


      

      


      
        	
                 
      

              	
                2.

              	
                This
      Contract shall end on September 30,
2009.

              


      

       

      
        
          
            Florida
Healthy Kids Corporation

            October
1, 2008

            /s/
RR FHKC

            /s/
HS INSURER

             


          

          
            Page 31
of 57

            
              

            

          

          
             


          

        

      

       

      This
Contract may be extended at FHKC’s discretion for a maximum of three (3) one (1)
year additional periods beyond the initial term indicated above.  FHKC
agrees to notify INSURER by June 1, 2009, if FHKC does not intend to exercise
the first
one year extension option; by June 1, 2010 if FHKC has exercised the first
option, FHKC does not intend to exercise the second one (1) year extension
option; and by June 1, 2011 if FHKC has exercised both prior extensions and FKHC
does not intend to exercise the final one (1) year extension. In no event shall
this contract extend beyond September 30, 2012.

      


      Upon the
expiration of the Contract, should FHKC choose to use another vendor, INSURER
shall ensure a smooth transition.

      


      4-10         Entire
Understanding

      


      This
Contract with all Attachments incorporated by reference embodies the entire
understanding of the parties relating to the subject matter of this Contract,
and supersedes all other agreements, negotiations, understanding, or
representations, verbal or written, between the parties relative to the subject
matter hereof.

      


      4-11         Force
Majeure

      


      Neither
party shall be responsible for delays of failure in performance of its
obligations under this Contract resulting from acts beyond the control of the
party.  Such acts shall include, but are not limited to, blackouts,
riots, acts of war, terrorism, epidemics, government regulations on statutory
amendments adopted following the date of execution of this Contract, fire
communication line failure, computer hardware failure, computer executive
software failure, power failure or shortage, fuel shortages, hurricanes or other
natural disasters.

      


      4-12         Governing
Law; Venue

      


      This
Contract shall be governed by applicable state and federal laws and regulations
as such may be amended during the term of the Contract, whether or not expressly
included or referenced in this Contract.

      


      INSURER
agrees to comply with the following provisions as such may from time to time be
amended during the term of this Contract:

      


      
        	
                 
      

              	
                A.

              	
                Title
      VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000d et seq.,
      which prohibits discrimination on the basis of race, color or national
      origin.

              


      

       

      
        
          
            Florida
Healthy Kids Corporation

            October
1, 2008

            /s/
RR FHKC

            /s/
HS INSURER

             


          

          
            Page 32
of 57

            
              

            

          

          
             


          

        

      

       

      
        	
                 
      

              	
                B.

              	
                Section
      504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. 794, which
      prohibits discrimination on the basis of
  handicap.

              


      

      


      
        	
                 
      

              	
                C.

              	
                Title
      XI of the Education Amendments of 1972, as amended 29, U.S.C. 601 et seq.,
      which prohibits discrimination on the basis of
  sex.

              


      

      


      
        	
                 
      

              	
                D.

              	
                The
      Age Discrimination Act of 1975, as amended, 42 U.S.C. 6101 et seq., which
      prohibits discrimination on the basis of
age.

              


      

      


      
        	
                 
      

              	
                E.

              	
                Section
      654 of the Omnibus Budget Reconciliation Act of 1981, as amended, 42
      U.S.C. 9848, which prohibits discrimination on the basis of race, creed,
      color, national origin, sex, handicap, political affiliation or
      beliefs.

              


      

      


      
        	
                 
      

              	
                F.

              	
                The
      American Disabilities Act of 1990, P.L. 101-336, which prohibits
      discrimination on the basis of disability and requires accommodation for
      persons with disabilities.

              


      

      


      
        	
                 
      

              	
                G.

              	
                Section
      274A (e) of the Immigration and Nationalization Act, FHKC shall consider
      the employment by any contractor of unauthorized aliens a violation of
      this Act.

              


      

      


      
        	
                 
      

              	
                H.

              	
                OMB
      Circular A-110 (Appendix A-4) which identifies procurement procedures
      which conform to applicable federal law and regulations with regard to
      debarment, suspension, ineligibility, and involuntary exclusion of
      contracts and subcontracts and as contained in Attachment A of this
      Contract.  Covered transactions include procurement contracts
      for services equal to or in excess of one hundred thousand dollars
      ($100,000.00) and all non-procurement
  transactions.

              


      

      


      I.        
     Title XXI of the federal Social Security
Act.

      


      J.             All
applicable state and federal laws and regulations governing FHKC.

      


      
        	
                 
      

              	
                K.

              	
                All
      regulations, guidelines and standards as are now or may be lawfully
      adopted under the above statutes.

              


      

      


      INSURER
agrees that compliance with this assurance constitutes a condition of continued
receipt of or benefit from funds provided through this Contract and such
compliance is binding upon INSURER, its successors, transferees and assignees
for the period during which services are provided.  INSURER further
agrees that all contractors, subcontractors, subgrantees or others with whom it
arranges to provide goods, services or benefits in connection with any of its
programs and activities are not discriminating against either those whom they
employ nor those to whom they provide goods, services or benefits in violation
of the above statutes, regulations, guidelines and standards.

      


      It is
expressly understood that evidence of INSURER’S refusal or failure to
substantially comply with this section or such failure by INSURER’S
subcontractors or anyone with whom INSURER affiliates in performing under this
Contract shall constitute a material breach and renders this Contract subject to
unilateral cancellation by FHKC.

      


      Any legal
action with respect to the provisions of this Contract shall be brought in
federal or state court in Leon County, Florida.


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 33
of 57

          
            

          

        

        
           


        

      


      
        	
                4-13

              	
                
                  Independent
      Contractor

                

              	
                 

              


      

      


      The
relationship of INSURER to FHKC shall be solely that of an independent
contractor.  The parties acknowledge and agree that neither party has
the authority to make any representation, warranty or binding commitment on
behalf of the other party, except as expressly provided in this Contract or as
otherwise agreed to in writing by the parties, and nothing contained in this
Contract shall be deemed or construed to (i) create a partnership or joint
venture between the parties or any affiliate, employee or agent of a party; or
(ii) constitute any party or any employee or agent of a party as an employee or
agent of the other party.

      


      4-14         Name
and Address of Payee

      


      The name
and address of the official payee to whom the payment shall be
made:

      


      For
INSURER:       WellCare of Florida,
Inc.

      Name:                     Robert
Diaz, Vice President, Regulatory Affairs and Quality

      Assurance

      Address:                5404
Cypress Center Drive, Suite 300, Tampa, FL 33609

      Email:                      robert.diaz@wellcare.com

      


      4-15         Notice
and Contact

      


      All
notices required under this section shall be in writing and may be delivered by
certified mail with return receipt requested, by facsimile with proof of
receipt, by electronic mail with proof of receipt or in person with proof of
delivery.

      


      Notice
required or permitted under this Contract shall be directed as
follows:

      


      For
FHKC:

      Jennifer
Kiser Lloyd

      Florida
Healthy Kids
Corporation           or          Florida
Healthy Kids Corporation

      Post
Office Box
980                                                  661
East Jefferson Street, 2nd
Floor

      Tallahassee,
FL  32302                                            Tallahassee,
FL 32301

      850-224-0615
(Fax)

      lloydj@healthykids.org

      


      For
INSURER:       WellCare of Florida,
Inc.

      Name:                     Robert
Diaz, Vice President, Regulatory Affairs and Quality Assurance

       

      Address:                5404
Cypress Center Drive, Suite 300, Tampa, FL 33609

      Phone/fax:              (813)
206-1758/ (813) 675-2740

      Email:                      robert.diaz@wellcare.com

      

        
          
            Florida
Healthy Kids Corporation

            October
1, 2008

            /s/
RR FHKC

            /s/
HS INSURER

             


          

          
            Page 34
of 57

            
              

            

          

          
             


          

        

      

       

      In the
event that different contact persons are designated by either party after
execution of this Contract, notice of the name and address of the new contact
will be sent to the other party and be attached to the originals of this
Contract.

       

      4-16           Severability

      


      If any of
the provisions of this Contract are held to be inoperative by a court of
competent jurisdiction, such a provision shall be severed from the remaining
provisions of the Contract which shall remain in full force and
effect.

      


      
        	
                4-17

              	
                Survival

              


      

      


      The
provisions of the following sections: Records Retention and Accessibility;
Attorney Fees; Confidentiality; Conflicts of Interest; Non-Solicitation and
Governing Law; Venue shall survive any termination of this
Contract.

      


      4-18         Termination
of Contract

      


      A.           Termination
for Lack of Funding

      


      This
Contract is subject to the continuation and approval of funding to FHKC from
state, federal and other sources.  FHKC shall have the absolute right,
in its sole discretion, to terminate this Contract if funding for the Program is
to be changed or terminated such that this Contract should not be
sustained.  FHKC shall send INSURER notice of termination and include
a termination date of not less than thirty (30) calendar days from the date of
the notice.

      


      
        	
                 
      

              	
                B.

              	
                Termination
      for Lack of Payment or Performance

              


      

      


      If FHKC
fails to make payments in accordance with the schedule included in this
Contract, INSURER may suspend work and pursue the appropriate remedies for
FHKC’s breach of its payment obligations. INSURER must provide FHKC at
least thirty (30) calendar days written notice of any suspension due to lack of
payment and allow FHKC an opportunity to correct the default prior to suspension
of work.

      


      If
INSURER fails to make timely progress on the objectives of this Contract or
fails to meet the deliverables described under this Contract in the time and
manner prescribed, FHKC may terminate this Contract on not less than thirty (30)
calendar days notice.  At its discretion, FHKC may allow INSURER to
cure any performance deficiencies prior to final termination.

       

      
        
          
            Florida
Healthy Kids Corporation

            October
1, 2008

            /s/
RR FHKC

            /s/
HS INSURER

             


          

          
            Page 35
of 57

            
              

            

          

          
             


          

        

      

       

      C.           
    Termination for Material Breach

      


      In the
event INSURER materially breaches this
Contract, FHKC shall give INSURER notice of such breach
and INSURER shall
have thirty (30) calendar days from receipt of this notice to cure the breach or
at FHKC’s sole discretion, permit the INSURER to submit a corrective action to
cure the breach.

      
         

      

      If the
breach is not cured to the satisfaction of FHKC and FHKC elects to terminate
this agreement, the notice of termination shall be sent in accordance with the
notification requirements of this Contract. The notice of termination shall
specify the nature of the termination, the extent to which performance of work
under the Contract is termination and the date on which such termination shall
become effective.  The notice of termination shall specify the nature
of the termination, the extent to which performance of work under the Contract
is terminated, and the date on which such termination shall become effective.
FHKC may terminate this Contract upon no less than twenty-four (24) hours
notice.

      


      Waiver of
breach of any provision of this Contract shall not be deemed to be a waiver of
any other breach and shall not be construed to be a modification of the terms of
this Contract.

      


      D.         
  Termination upon Revision of Applicable Law

      


      FHKC and
INSURER agree if federal or state revisions of any applicable laws or
regulations restrict FHKC’s ability to comply with the Contract, make such
compliance impracticable, frustrate the purpose of the Contract or place the
Contract in conflict with FHKC’s ability to adhere to its statutory purpose,
FHKC may unilaterally terminate this Contract.  FHKC shall send
INSURER notice of termination and include a termination date of not less than
thirty (30) calendar days from the date of notice.

      


      E.       
    Termination by FHKC

      


      Notwithstanding
any other termination provisions, FHKC may terminate this Agreement or any part
of this Agreement, without penalty or cost to FHKC, at its convenience, and such
termination will be effective at such time as is determined by
FHKC.

      


      THREE
(3) SIGNATURE PAGES FOLLOW

      


      THE
REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK

       

       

      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

          
          

        

        
          Page 36
of 57

          
            

          

        

        
          
          

        

      

      


      IN
WITNESS WHEREOF, the parties have caused this Contract, to be executed by their
undersigned officials as duly authorized.

      


      FOR

      ENTITY:                HealthEase
of Florida, Inc.

      


      
        


        /s/ Heath
Schiesser                                              



      

      NAME:                  Heath
Schiesser

      TITLE:                  Chief
Executive Officer

      DATE
SIGNED:

      


      The
foregoing instrument was acknowledged me before this 17th day of July, 2008, by Heath Schiesser, as CEO on behalf of HealthEase of Florida,
Inc.  He/She is personally known to me or has produced
________________ as identification.

      


       

      


      /s/
Cathleen
McGlynn           
    

      Notary
Public  

       

      February
14,
2010             
          

      My
Commission Expires

      
        


        /s/ Michael
Haber        
             
WITNESS
#1 SIGNATURE

      

      
         

         Michael
Haber          
         
       

      

      WITNESS
#1 PRINT NAME

      


      
        /s/
Kerrian
Thomas                    


        WITNESS
#2 SIGNATURE

      

      
        


      

      Kerrian
Thomas          
              


      WITNESS
#2 PRINT NAME

       

      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

          
          

        

        
          Page 37
of 57

          
            

          

        

        
          
          

        

      

      


      FOR

      ENTITY:                WellCare
of Florida, Inc./StayWell Health Plan of Florida

      


      
        /s/ Heath
Schiesser                                              

NAME:                  Heath
Schiesser

      

      TITLE:                  Chief
Executive Officer

      DATE
SIGNED:

      
 

      The
foregoing instrument was acknowledged me before this 17th day of July, 2008, by Heath Schiesser, as
CEO on behalf of WellCare of Florida,
Inc.  He/She is personally known to me or has produced
________________ as identification.

      


      


      /s/
Cathleen McGlynn           
   

       Notary
Public

       

      February
14,
2010                       


      My
Commission Expires

      
        


        /s/ Michael
Haber            
          

      

      WITNESS
#1 SIGNATURE

      
        


        Michael
Haber                           

WITNESS
#1 PRINT NAME

      

      


      
        /s/ Kerrian Thomas 
                  


      

      WITNESS
#2 SIGNATURE

      
         

        Kerrian Thomas    
              
       

      

      WITNESS
#2 PRINT NAME

       

      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 38
of 57

          
            

          

        

        
           


        

      


      FOR

      FLORIDA
HEALTHY KIDS CORPORATION:

      


      


      
        /s/ Rich
Robleto                                                    



      

      NAME:           
       Rich Robleto

      TITLE:                   Executive
Director

      DATE
SIGNED:

      


      The
foregoing instrument was acknowledged me before this 13th day of 
August, 2008, by Rich Robleto, as Executive Director on behalf of
FHKC.  He/She is personally known to me or has
produced ________________ as identification.

      


      


      


      


      /s/
Amber N.
Floyd                    


      Notary
Public

       

      Nov.
14,
2009                             


      My
Commission Expires

      
        
/s/ Amber N.
Floyd                  
           

        WITNESS
#1 SIGNATURE

      

      
         

        Amber N.
Floyd                         


      

      WITNESS
#1 PRINT NAME

      


      /s/ Ashley
Holton                     


      WITNESS
#2 SIGNATURE

      
        


        Ashley
Holton                          


      

      WITNESS
#2 PRINT NAME

      


      Reviewed
by:

       

      Jennifer K.
Lloyd                                   Date: 
8/13/08

      Signature of: Jennifer K.
Lloyd

      Director
of External Affairs

       

      Joan
Anderson                              Date: 
7/22/08

      Printed Name: Joan Humphrey
Anderson

      FHKC
General Counsel

      Florida
Bar Number: 0294063

       

      
        
          Florida Healthy Kids
Corporation

          October
1, 2008

          /s/
RR FHKCs

          /s/
HS INSURER

          
          

        

        
          Page 39
of 57

          
            

          

        

        
          
          

        

      

       

      
        
           

          
            	
                     

                    ATTACHMENT
      A

                    CERTIFICATION
      REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY and VOLUNTARY
      EXCLUSION

                    CONTRACTS
      AND SUBCONTRACTS

                  


          

           

        

      

      This
certification is required by the regulations implementing Executive Order 12549,
Debarment and Suspension, signed February 18, 1986. The guidelines were
published in the May 29, 1987, Federal Register (52 Fed. Reg., pages
20360-20369).

      


      INSTRUCTIONS

      


      
        	
                A.

              	
                Each
      entity whose contract\subcontract equals or exceeds twenty five thousand
      dollars ($25,000) in federal monies must sign this certification prior to
      execution of each contract\subcontract.  Additionally, entities
      who audit federal programs must also sign, regardless of the contract
      amount. The Florida Healthy Kids Corporation cannot contract with these
      types of Entities if they are debarred or suspended by the federal
      government.

              


      

      


      
        	
                B.

              	
                This
      certification is a material representation of fact upon which reliance is
      placed when this contract\subcontract is entered into.  If it is
      later determined that the signer knowingly rendered an erroneous
      certification, the Federal Government may pursue available remedies,
      including suspension and/or
debarment.

              


      

      


      
        	
                C.

              	
                INSURER
      shall provide immediate written notice to the contract manager at any time
      INSURER learns that its certification was erroneous when submitted or has
      become erroneous by reason of changed
  circumstances.

              


      

      


      
        	
                D.

              	
                The
      terms “debarred,” “suspended,” “ineligible,” “person,” “principal,” and
      “voluntarily excluded,” as used in this certification, have the meanings
      set out in the Definitions and Coverage sections of rules implementing
      Executive Order 12549.  You may contact the Contract manager for
      assistance in obtaining a copy of those
  regulations.

              


      

      


      
        	
                E.

              	
                INSURER
      agrees by submitting this certification that, it shall not knowingly enter
      into any subcontract with a person who is debarred, suspended, declared
      ineligible, or voluntarily excluded from participation in this
      contract/subcontract unless authorized by the Federal
      Government.

              


      

      


      
        	
                F.

              	
                INSURER
      further agrees by submitting this certification that it will require each
      subcontractor of this contract/subcontract whose payment will equal or
      exceed twenty five thousand dollars ($25,000) in federal monies, to submit
      a signed copy of this
certification.

              


      

      


      
        	
                G.

              	
                The
      Florida Healthy Kids Corporation may rely upon a certification of INSURER
      that it is not debarred, suspended, ineligible, or voluntarily excluded
      from contracting\subcontracting unless it knows that the certification is
      erroneous.

              


      

      


      
        	
                H.

              	
                This
      signed certification must be kept in the contract manager’s
      file.  Subcontractor’s certifications must be kept at the
      contractor’s business location.

              


      

      


      
        
          
            Florida
Healthy Kids Corporation

            October
1, 2008

            /s/
RR FHKC

            /s/
HS INSURER

             


          

          
            Page 40
of 57

            
              

            

          

          
             


          

        

      

       

      CERTIFICATION

      


      INSURER
certifies, by signing this certification, that neither INSURER nor its
principals is presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participation in this
contract/subcontract by any federal agency.

      


      Where
INSURER is unable to certify to any of the statements in this certification,
INSURER shall attach an explanation to this certification.

       

      
        	 /s/ Heath
      Schiesser, Chief Executive
    Officer  	7-17-08                                  
      
	 WellCare of
      Florida, Inc.	 Date
	 8735 Henderson
      Road	 
	 Renaissance
      2	 
	 Tampa, FL
      33634	 


      

       

      


      REMAINDER
OF THIS PAGE LEFT INTENTIONALLY BLANK

       

       

      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

          
          

        

        
          Page 41
of 57

          
            

          

        

        
          
          

        

      

       

      
        	
                ATTACHMENT
      B

                CERTIFICATION
      REGARDING LOBBYING

                CERTIFICATION
      FOR CONTRACTS, GRANTS, LOANS AND COOPERATIVE
  CONTRACTS

              


      

      


      


      The
undersigned certifies, to the best of his or her knowledge and belief,
that:

      


      
        	
                (1)

              	
                No
      federal appropriated funds have been paid or will be paid, by or on behalf
      of the undersigned, to any person for influencing or attempting to
      influence an officer or employee of any agency, a member of congress, an
      officer or employee of congress or an employee of a member of congress in
      connection with the awarding of any federal contract, the making of any
      federal grant, the making of any federal loan, the entering into of any
      cooperative Contract and the extension, continuation, renewal, amendment
      or modification of any federal contract, grant, loan or cooperative
      Contract.

              


      

       

      
        	
                (2)

              	
                If
      any funds other than federal appropriated funds have been paid or will be
      paid to any person for influencing or attempting to influence an officer
      or employee of any agency, a member of congress, an officer or employee of
      congress or an employee of a member of congress in connection with this
      federal contract, grant, loan or cooperative Contract, the undersigned
      shall complete and submit Standard Form-LLL, “Disclosure Form to Report
      Lobbying,” in accordance with its
instructions.

              


      

       

      
        	
                (3)

              	
                The
      undersigned shall require that the language of this certification be
      included in the award documents for all subawards at all tiers (including
      subcontracts, subgrants and contracts under grants, loans and cooperative
      Contracts) and that all subrecipients shall certify and disclose
      accordingly.

              


      

      


      This
certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into.  Submission of
this certification is a prerequisite for making or entering into this
transaction imposed by section 1352, Title 31, U.S. Code.  Any person
who fails to file the required certification shall be subject to a civil penalty
of not less than ten thousand dollars ($10,000.00) and not more than one hundred
thousand dollars ($100,000.00) for each such failure.

       

       

      
        	 /s/ Heath
      Schiesser, Chief Executive
    Officer  	7-17-08                                  
      
	 WellCare of
      Florida, Inc.	 Date
	 8735 Henderson
      Road	 
	 Renaissance
      2	 
	 Tampa, FL
      33634	 


      


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 42
of 57

          
            

          

        

        
           


        

      

       

      
        	
                ATTACHMENT
      C

                REGARDING HEALTH INSURANCE
      PORTABILITY AND ACCOUNTABILITY ACT OF 1996 COMPLIANCE:

                BUSINESS
      ASSOCIATE (BA) AGREEMENT

              


      

      


      THIS BA
AGREEMENT (Attachment C), is entered into and made between Florida Healthy Kids
Corporation, a Florida non-profit corporation, (FHKC) (the “Covered Entity”) and
WellCare Health Plans, Inc. (the “BA”) and is incorporated in the Services
Contract (Contract) between FHKC and WellCare Health Plans, Inc.

      


      
        	
                1.

              	
                HIPAA
      Compliance.  FHKC and BA agree to comply with the Health
      Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191,
      as amended from time to time (“HIPAA”).  Pursuant to HIPAA, FHKC
      meets the definition of a covered entity and BA meets the definition as a
      business associate.  As a covered entity, FHKC must obtain and
      document satisfactory assurances from business associates, such as BA,
      that BA shall appropriately safeguard the individually identifiable health
      information which is personal health information (“PHI”) and/or electronic
      protected health information (“EPHI”) though a written contract or other
      written agreement such as this
Attachment.

              


      

      


      
        	
                2.

              	
                Definitions For Use in
      This Attachment.  Terms used, but not otherwise defined,
      in this Attachment and the Contract shall have the same meaning as those
      terms in 45 C.F.R. Parts 160, 162 and
164.

              


      

      


      
        	
                3.

              	
                Privacy Obligations
      and Activities of BA.  BA shall ensure compliance with
      the HIPAA Standards for Privacy of Individually Identifiable Health
      Information, 45 C.F.R. Part 160 and Part 164 (the “Privacy
      Rule”).  Without limiting the generality of the foregoing, BA
      agrees that it will, in accordance with HIPAA, comply with the
      following:

              


      

      
        	
                 
      

              	
                BA
      agrees to not use or disclose personal health information PHI other than
      as permitted or required by this Attachment, the Contract or as Required
      By Law.

              


      

      
        	
                 
      

              	
                BA
      agrees to use appropriate safeguards to prevent use or disclosure of PHI
      other than as provided for by this Attachment and the
      Contract.

              


      

      
        	
                 
      

              	
                BA
      shall implement administrative, physical, and technical safeguards that
      reasonably and appropriately protect the confidentiality, integrity, and
      availability of EPHI that it creates, receives, maintains or transmits on
      behalf of the Covered Entity.

              


      

      
        	
                 
      

              	
                BA
      agrees to mitigate, to the extent practicable, any harmful effect that is
      known to BA of a use or disclosure of PHI by BA in violation of the
      requirements of this Attachment, the Contract and
  HIPAA.

              


      

      
        	
                 
      

              	
                BA
      agrees to report to Covered Entity any use or disclosure of PHI not
      provided for by this Attachment and the Contract of which it becomes
      aware, within twenty (20) business
days.

              


      

      
        	
                 
      

              	
                BA
      shall promptly report to Covered Entity any “security incident” of which
      it becomes aware; as such term is defined in the HIPAA Security
      Rule.  

              


      


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 43
of 57

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                At
      the request of Covered Entity, BA shall identify: the date of the security
      incident, the scope of the security incident, the BA’s response to the
      security incident and the identification of the party responsible for
      causing the security incident, if
known.

              


      

      
        	
                 
      

              	
                BA
      agrees to ensure that any agent, including a subcontractor, to whom it
      provides PHI and/or EPHI received from, or created or received by BA on
      behalf of Covered Entity, agrees to the same restrictions and conditions
      that apply through this Attachment and the Contract to BA with respect to
      such information.

              


      

      
        	
                 
      

              	
                BA
      agrees to provide access, at the written request of Covered Entity, within
      ten (10) business days of the written request (five (5) additional
      business days are permitted if written request provided by the U.S. Postal
      Service (“USPS”)), to PHI in a Designated Record Set (“DRS”), to Covered
      Entity or, as directed by Covered Entity, to an Individual in order to
      meet the requirements under 45 CFR §164.524.  In the event any
      Individual requests access to PHI directly from BA, BA shall forward
      written notice of such request, to Covered Entity within ten business (10)
      days (five (5) additional business days are permitted if written notice
      provided by U.S.P.S.).  Any denials of access to the PHI
      requested shall be the responsibility of Covered
  Entity.

              


      

      
        	
                 
      

              	
                BA
      agrees to make any amendment(s) to PHI in a DRS that the Covered Entity
      directs or agrees to pursuant to 45 CFR §164.526 at the written request of
      Covered Entity or an Individual, within twenty (20) business days of the
      written request (five (5) additional business days are permitted if
      written request provided by
U.S.P.S.).

              


      

      
        	
                 
      

              	
                BA
      agrees to make internal practices, books, and records, including policies
      and procedures and PHI, relating to the use and disclosure of PHI received
      from, or created or received by BA on behalf of, Covered Entity available
      to the Covered Entity and to the Secretary, within fifteen (15) business
      days notice of the Secretary’s request (five (5) additional business days
      permitted if notice provided by U.S.P.S.) or in the time and manner
      designated by the Secretary, for purposes of the Secretary determining
      Covered Entity's HIPAA compliance.

              


      

      
        	
                 
      

              	
                BA
      agrees to document such disclosures of PHI and information related to such
      disclosures as would be required for Covered Entity to respond to a
      request by an Individual for an accounting of disclosures of PHI in
      accordance with 45 CFR §164.528.

              


      

      
        	
                 
      

              	
                BA
      agrees to provide to Covered Entity, or an Individual at the request of
      the Covered Entity, within fifteen (15) business days (five (5) additional
      business days are permitted if written notice provided by U.S.P.S.) of
      written notice by Covered Entity to BA that Covered Entity has received a
      request for an accounting of PHI disclosures regarding an Individual
      during the six (6) years prior to the date on which the accounting was
      requested, information collected in accordance with Section 2.i. of this
      Attachment, to permit Covered Entity to respond to a request by an
      Individual for an accounting of disclosures, pursuant to 45 CFR
      §164.528.

              


      

      1. 

      
        	
                4.

              	
                Security.  BA
      shall ensure compliance with the HIPAA Security Standards for the
      Protection of Electronic Protected Health Information (“EPHI”), 45 C.F.R.
      Part 160 and Part 164, Subparts A and C (the “Security Rule”), with
      respect to Electronic Protected Health Information covered by this
      Contract effective on the compliance date for initial implementation of
      the security standards set for in 45 C.F.R. §164.318.
  

              


      


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 44
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                Without
      limiting the generality of the foregoing, BA agrees that it will, in
      accordance with HIPAA:

              


      

      
        	
                 
      

              	
                Implement
      administrative, physical, and technical safeguards that reasonably and
      appropriately protect the confidentiality, integrity, and availability of
      the Electronic Protected Health Information that it creates, receives,
      maintains, or transmits on behalf of Covered Entity as required by 45
      C.F.R. Part 164, Subpart C.

              


      

      
        	
                 
      

              	
                Ensure
      that any agent, including a subcontractor, to whom it provides such
      information, agrees to implement reasonable and appropriate safeguards to
      protect it;

              


      

      
        	
                 
      

              	
                Report
      to the Covered Entity any security incident of which it becomes
      aware;

              


      

      
        	
                 
      

              	
                Ensure
      the confidentiality, integrity, and availability of all Electronic
      Protected Health it creates, receives, maintains, or
      transmits;

              


      

      
        	
                 
      

              	
                Protect
      against any reasonably anticipate threats or hazards to the security or
      integrity of such information;

              


      

      
        	
                 
      

              	
                Protect
      against any reasonably anticipated uses or disclosures of such information
      that are not permitted or required under HIPAA;
  and

              


      

      
        	
                 
      

              	
                Ensure
      compliance with 45 C.F.R. Part 164, Subpart C (Security Standards for the
      Protection of Electronic Protected health Information) by its
      workforce.

              


      

      2. 

      
        	
                5.

              	
                Electronic Transaction
      And Code Sets.  BA shall comply with the HIPAA Standards
      for Electronic Transactions and Code Sets, 45 C.F.R. Parts 160 and 162,
      with respect to Electronic Protected Health Information covered by this
      Contract.  Without limiting the generality of the foregoing, BA
      agrees that it will, in accordance with 45 C.F.R. §
      162.923(c):

              


      

      
        	
                 
      

              	
                Comply
      with all applicable requirements of 45 C.F.R. Part 162;
  and

              


      

      
        	
                 
      

              	
                Require
      any agent or subcontractor to comply with all applicable requirements of
      45 C.F.R. Part 162.

              


      

      3. 

      
        	
                6.

              	
                Permitted Uses and
      Disclosures by BA - General Use and Disclosure
      Provisions.  Except as otherwise limited in this
      Attachment, BA may use or disclose PHI to perform functions, activities,
      or services for, or on behalf of, Covered Entity as specified in the
      Contract, provided that such use or disclosure would not violate HIPAA if
      done by Covered Entity or the minimum necessary policies and procedures of
      Covered Entity.

              


      

      


      
        	
                7.

              	
                Permitted Uses and
      Disclosures by BA - Specific Use and Disclosure
      Provisions.

              


      

      
        	
                 
      

              	
                Except
      as otherwise limited in this Attachment and the Contract, BA may use PHI
      for the proper management and administration of BA or to carry out BA’s
      legal responsibilities.

              


      

      
        	
                 
      

              	
                Except
      as otherwise limited in this Attachment and the Contract, BA may disclose
      PHI for the BA’s proper management and administration, provided that
      disclosures are Required By Law, or BA obtains reasonable assurances from
      the person to whom the information is disclosed that the information
      will remain confidential and used or further disclosed only as Required By
      Law or for the purpose for which it was disclosed to the person, and the
      person notifies BA of any instances of which it is aware in which the
      confidentiality of the information has been
    breached.

              


      


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
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                Except
      as otherwise limited in this Attachment and the Contract, BA may use PHI
      to provide Data Aggregation services to Covered Entity as permitted by 42
      C.F.R. §164.504(e)(2)(i)(B).

              


      

      
        	
                 
      

              	
                BA
      may use PHI to report violations of law to appropriate Federal and State
      authorities, consistent with 42 C.F.R.
  §164.502(j)(1).

              


      

      4. 

      
        	
                8.

              	
                Provisions for Covered
      Entity to Inform BA of Privacy Practices and
      Restrictions.

              


      

      
        	
                 
      

              	
                Covered
      Entity shall notify BA of any limitation(s) in its notice of privacy
      practices of Covered Entity in accordance with 45 CFR §164.520, to the
      extent that such limitation may affect BA's use or disclosure of
      PHI.

              


      

      
        	
                 
      

              	
                Covered
      Entity shall notify BA of any changes in, or revocation of, permission by
      Individual to use or disclose PHI, to the extent that such changes may
      affect BA's use or disclosure PHI.

              


      

      
        	
                 
      

              	
                Covered
      Entity shall notify BA of any restriction to the use or disclosure of PHI
      that Covered Entity has agreed to in accordance with 45 CFR §164.522, to
      the extent that such restriction may affect BA's use or disclosure of
      PHI.

              


      

      5. 

      
        	
                9.

              	
                Term and
      Termination.

              


      

      
        	
                 
      

              	
                Term.  The
      Term of this Attachment shall be effective concurrent with the Contract,
      and shall terminate when all of the PHI provided by Covered Entity to BA,
      or created or received by BA on behalf of Covered Entity, is destroyed or
      returned to Covered Entity, or, if it is infeasible to return or destroy
      PHI, protections are extended to such information, in accordance with the
      termination provisions in this
Section.

              


      

      
        	
                 
      

              	
                Termination for
      Cause. Upon Covered Entity's knowledge of a material breach by BA,
      Covered Entity shall either:

              


      

      
        	
                 
      

              	
                Provide
      an opportunity for BA to cure the breach or end the violation and
      terminate this Attachment and/or the Contract if BA does not cure the
      breach or end the violation within thirty (30) calendar days (five (5)
      additional calendar days are permitted if written notice provided by
      U.S.P.S.) of Covered Entity’s notice to BA of the Covered Entity knowledge
      of the BA’s material breech; or

              


      

      
        	
                 
      

              	
                Immediately
      terminate this Attachment and the Contract if BA has breached a material
      term of this Attachment and/or the Contract and cure is not possible; as
      determined at the sole discretion of Covered Entity;
  or

              


      

      
        	
                 
      

              	
                If
      neither termination nor cure is feasible, Covered Entity shall report the
      violation to the Secretary.

              


      

      
        	
                 
      

              	
                Effect of
      Termination.

              


      

      
        	
                 
      

              	
                Except
      as provided in paragraph (ii) of this Section, upon termination of this
      Attachment and the Contract, for any reason, BA shall return or destroy
      all PHI received from Covered Entity, or created or received by BA on
      behalf of Covered
Entity.  

              


      


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 46
of 57

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                This
      provision shall apply to PHI that is in the possession of any
      subcontractors or agents of BA, and BA has the duty to insure that any of
      its subcontractors or agents complies with these termination
      provisions.  Neither BA, nor any of its subcontractors or
      agents, shall retain any copies of PHI upon termination of this Attachment
      and the Contract.

              


      

      
        	
                 
      

              	
                In
      the event that BA determines that returning or destroying the PHI is
      infeasible, BA shall provide to Covered Entity written notification of the
      conditions that make return or destruction infeasible thirty (30) calendar
      days (five (5) additional calendar days are permitted if written notice
      provided by U.S.P.S.) prior to the termination of the Contract or within
      thirty (30) calendar days (five (5) additional calendar days are permitted
      if written notice provided by U.S.P.S.) of BA’s notice of Covered Entity’s
      knowledge of a material breach of this Attachment and/or the
      Contract.  Upon mutual agreement of the parties that return or
      destruction of PHI is infeasible; BA shall extend the protections of this
      Attachment and the Contract such PHI and limit further uses and
      disclosures of such PHI to those purposes that make the return or
      destruction infeasible, for so long as BA maintains such
    PHI.

              


      

      
        	
                10.

              	
                Miscellaneous.

              


      

      
        	
                 
      

              	
                Regulatory
      References. A reference in this Attachment and the Contract to a
      section in HIPAA means the section as in effect or as
    amended.

              


      

      
        	
                 
      

              	
                Amendment. The
      parties agree to take such action as is necessary to amend this Attachment
      and the Contract, from time to time, as is necessary for Covered Entity to
      comply with the requirements of
HIPAA.

              


      

      
        	
                 
      

              	
                Survival. The
      respective rights and obligations of BA under Section 9.c., “Effect of
      Termination,” of this Attachment shall survive the termination of this
      Attachment and the Contract.

              


      

      
        	
                 
      

              	
                Interpretation.
      Any ambiguity in this Attachment and the Contract shall be resolved to
      permit Covered Entity to comply with
HIPAA.

              


      

      


      TWO
(2) HIPAA BA SIGNATURE PAGES FOLLOW

      


      THE
REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK

       

      
        
          Florida
Healthy Kids Corporation

          October 1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

          
          

        

        
          Page 47
of 57

          
            

          

        

        
          
          

        

      

      


      IN
WITNESS WHEREOF, the arties have caused this Attachment A, BA AGREEMENT, to be
executed by their undersigned officials as duly authorized.

      


      


      FOR

      ENTITY:                      WellCare
of Florida, Inc.

      


      


      


      
        /s/ Heath
Schiesser                                               


      

      NAME:                      Heath
Schiesser

      TITLE:                      Chief
Executive Officer

      DATE
SIGNED:

      


      The
foregoing instrument was acknowledged me before this 17th day of July ,2008, by Heath Schiesser, as CEO on behalf of WellCare of Florida,
Inc.  He/She is personally known to me or has produced
________________ as identification.

      


      


      /s/
Cathleen
McGlynn              


       Notary
Public

       

      February
14,
2010                      


      My
Commission Expires

      
        


        /s/ Michael
Haber                      


      

      WITNESS
#1 SIGNATURE

      
        


        Michael
Haber                           



      

      WITNESS
#1 PRINT NAME

       

      /s/ Kerrian
Thomas                    


      WITNESS
#2 SIGNATURE

       

      Kerrian
Thomas                         


      WITNESS
#2 PRINT NAME

       

      
        
          Florida
Healthy Kids Corporation    

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

          
          

        

        
          Page 48
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      FOR

      FLORIDA
HEALTHY KIDS CORPORATION:

      


      


      
        /s/ Rich
Robleto                                                    



      

      NAME:                      Rich
Robleto

      TITLE:                      Executive
Director

      DATE
SIGNED:

      


      


      The
foregoing instrument was acknowledged me before this 13th day of August, 2008, by Rich Robleto, as Executive Director on behalf of
FHKC.  He/She is personally known to me or has
produced ________________ as identification.

      


      


      


      


      /s/
Amber N.
Floyd                   


       Notary
Public

       

      Nov.
14,
2009                             


      My
Commission Expires

      
        


        


        /s/ Amber N.
Floyd                  



      

      WITNESS
#1 SIGNATURE

      
        


        Amber N.
Floyd                        



      

      WITNESS
#1 PRINT NAME

      


      


      
        /s/ Ashley
Holton                     


      

      WITNESS
#2 SIGNATURE

      
        


        Ashley
Holton                          


      

      WITNESS
#2 PRINT NAME

       


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 49
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        ATTACHMENT
D – ENROLLEE BENEFIT SCHEDULE

      

      


      
        	
                 
      

              	
                I.

              	
                Minimum
      Enrollee Benefits Schedule

              


      

       

      INSURER
agrees to provide, at a minimum, those benefits that are prescribed by state law
for the Program.  If INSURER requires clarification of any coverage or
co-payment requirements, INSURER shall consult with FHKC to confirm coverage
requirements.

       

      INSURER
shall pay an Enrollee’s covered expenses up to a lifetime maximum of one million
dollars ($1,000,000.00) per covered enrollee.

       

      II.    Health
Care Benefits

       

      The
following health care benefits are included under this Contract:

       

      


      
        	
                BENEFIT

              	
                LIMITATIONS

              	
                CO-PAYMENTS

              
	
                A.  Inpatient Services

                All
      covered services provided for the medical care and treatment of an
      Enrollee who is admitted as an inpatient to a hospital licensed under part
      I of Chapter 395.

                Covered
      services include: physician’s services; room and board; general nursing
      care; patient meals; use of operating room and related facilities; use of
      intensive care unit and services; radiological, laboratory and other
      diagnostic tests; drugs; medications; biologicals; anesthesia and oxygen
      services; special duty nursing; radiation and chemotherapy; respiratory
      therapy; administration of whole blood plasma; physical, speech and
      occupational therapy; medically necessary services of other health
      professionals.

              	
                All
      admissions must be authorized by INSURER.

                The
      length of the patient stay shall be determined based on the medical
      condition of the Enrollee in relation to the necessary and appropriate
      level of care.

                Room
      and board may be limited to semi-private accommodations, unless a private
      room is considered medically necessary or semi-private accommodations are
      not available.

                Private
      duty nursing limited to circumstances where such care is medically
      necessary.

                Admissions
      for rehabilitation and physical therapy are limited to fifteen (15) days
      per contract year.

                Shall
      not include experimental or investigational procedures defined as a drug,
      biological product, device, medical treatment or procedure that meets any
      one of the following criteria, as determined by INSURER:

                1.  Reliable
      evidence shows the drug, biological product, device, medical treatment, or
      procedure when applied to the circumstances of a particular patient is the
      subject of ongoing phase I, II or III clinical trials; or,

                2.  Reliable
      evidence shows the drug, biological product, device, medical treatment or
      procedure when applied to the circumstances of a particular patient is
      under study with a written protocol to determine maximum tolerated dose,
      toxicity, safety, efficacy, or efficacy in comparison to conventional
      alternatives; or,

                3.  Reliable
      evidence shows the drug, biological product, device, medical treatment, or
      procedure is being delivered or should be delivered subject to the
      approval and supervision of an Institutional Review Board (IRB) as
      required and defined by federal regulations, particularly those of the
      U.S. Food and Drug Administration or the Department of Health and Human
      Services.

              	
                NONE

              


      

       

      
        
          Florida Healthy Kids
Corporation

          October
1, 2008

          s/s/
RR FHKC

          /s/
HS INSURERf

          
          

        

        
          Page 50
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                B.  Emergency Services

                Covered
      Services include visits to an emergency room or other licensed facility if
      needed immediately due to an injury or illness and delay means risk of
      permanent damage to the Enrollee’s health.

              	
                Must
      use an INSURER designated facility or provider for emergency care unless
      the time to reach such facilities or providers would mean the risk of
      permanent damage to Enrollee’s health.

                INSURER
      must also comply with the provisions of s. 641.513, Florida
      Statutes.

              	
                Ten
      dollars ($10.00) per visit waived if admitted or authorized by primary
      care physician

              
	
                C.
      Maternity Services and

                     Newborn Care

                Covered
      services include maternity and newborn care, prenatal and postnatal care,
      initial inpatient care of adolescent participants, including nursery
      charges and initial pediatric or neonatal examination.

              	
                Infant
      is covered for up to three (3) days following birth or until the infant is
      transferred to another medical facility, whichever occurs
      first.

                Coverage
      may be limited to the fee for vaginal deliveries.

              	
                NONE

              
	
                D.  Organ Transplantation

                      Services

                Covered
      services include pretransplant, transplant, post discharge services and
      treatment of complications after transplantation.

              	
                Coverage
      is available for transplants and medically related services if deemed
      necessary and appropriate within the guidelines set by the Organ
      Transplant Advisory Council or the Bone Marrow Transplant Advisory
      Council.

              	
                NONE

              
	
                E.
      Outpatient Services

                Preventive,
      diagnostic, therapeutic, palliative care, and other services provided to
      an Enrollee in the outpatient portion of a health facility licensed under
      Chapter 395.

                Covered
      services include well-child care, including those services recommended in
      the Guidelines for Health Supervision of Children and Youth as developed
      by Academy of Pediatrics; immunizations and injections as recommended by
      the Advisory Committee on Immunization Practices; health education
      counseling and clinical services; family planning services, vision
      screening; hearing screening; clinical radiological, laboratory and other
      outpatient diagnostic tests; ambulatory surgical procedures; splints and
      casts; consultation with and treatment by referral physicians; radiation
      and chemotherapy; chiropractic services; and  podiatric
      services.

              	
                Services
      must be provided directly by INSURER or through pre-approved
      referrals.

                Routine
      hearing screening must be provided by primary care physician.

                Family
      planning limited to one annual visit and one supply visit each ninety (90)
      days.

                Chiropractic
      services shall be provided in the same manner as in the Florida Medicaid
      program.

                Podiatric
      services are limited to one (1) visit per day totaling two (2) visits per
      month for specific foot disorders. Dental services must be provided by an
      oral surgeon for medically necessary reconstructive dental surgery due to
      injury.

                Immunizations
      are to be provided by the primary care physician.

                 

                Treatment
      for temporomandibular joint (TMJ) disease is specifically
      excluded.

                Shall
      not include experimental or investigational procedures defined as a drug,
      biological product, device, medical treatment or procedure that meets any
      one of the following criteria, as determined by INSURER:

                1.  Reliable
      evidence shows the drug, biological product, device, medical treatment, or
      procedure when applied to the circumstances of a particular Enrollee is
      the subject of ongoing phase I, II or III clinical trials;
or,

                2.  Reliable
      evidence shows the drug, biological product, device, medical treatment or
      procedure when applied to the circumstances of a particular Enrollee is
      under study with a written protocol to determine maximum tolerated dose,
      toxicity, safety, efficacy, or efficacy in comparison to conventional
      alternatives; or,

                3.  Reliable
      evidence shows the drug, biological product, device, medical treatment, or
      procedure is being delivered or should be delivered subject to the
      approval and supervision of an Institutional Review Board (IRB) as
      required and defined by federal regulations, particularly those of the
      U.S. Food and Drug Administration or the Department of Health and Human
      Services.

              	
                None
      Co-Payment for well child care, preventive care or for routine vision and
      hearing screenings.

                Five
      dollars ($5.00) per office visit

              


      

       

      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

          
          

        

        
          Page 51
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                F.
      Behavioral Health
      Services

                Covered
      services include inpatient and outpatient care for psychological or
      psychiatric evaluation, diagnosis and treatment by a licensed mental
      health professional.

              	
                All
      services must be provided directly by INSURER or upon approved
      referral.

                Inpatient
      services are limited to not more than thirty (30) inpatient days per
      contract year for psychiatric admissions, or residential services in lieu
      of inpatient psychiatric admissions; however, a minimum of ten (10) of the
      thirty (30) days shall be available only for inpatient psychiatric
      services when authorized by INSURER physician.

                Outpatient
      services are limited to a maximum of forty (40) outpatient visits per
      contract year.

              	
                INPATIENT:
      NONE

                OUTPATIENT:
      Five dollars

                ($5.00)
      per visit.

              
	
                G.  Substance Abuse Services

                Includes
      coverage for inpatient  and outpatient care for drug and alcohol
      abuse including counseling and placement assistance.

                Outpatient
      services include evaluation, diagnosis and treatment by a licensed
      practitioner.

              	
                All
      services must be provided directly by INSURER or upon approved
      referral.

                Inpatient
      services are limited to not more than seven (7) inpatient days per
      contract year for medical detoxification only and thirty (30) days
      residential services.

                Outpatient
      visits are limited to a maximum of forty (40) visits per contract
      year.

              	
                INPATIENT:
      NONE

                OUTPATIENT:

                Five
      dollars ($5.00) per visit.

              


      

       

      
        
          Florida Healthy Kids
Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

          
          

        

        
          Page 52
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                H.  Therapy Services

                Covered
      services include physical, occupational, respiratory and speech therapies
      for short-term rehabilitation where significant improvement in the
      Enrollee’s condition will result.

              	
                All
      treatments must be performed directly or as authorized by
      INSURER.

                 

                Limited
      to up to twenty-four (24) treatment sessions within a sixty (60) day
      period per episode or injury, with the sixty (60) day period beginning
      with the first (1st)
      treatment.

              	
                Five
      dollars ($5.00) per visit.

              
	
                I.  Home Health Services

                Includes
      prescribed home visits by both registered and licensed practical nurses to
      provide skilled nursing services on a part-time intermittent
      basis.

              	
                Coverage
      is limited to skilled nursing services only.

                Meals,
      housekeeping and personal comfort items are excluded.

                Services
      must be provided directly by INSURER.

                Private
      duty nursing is limited to circumstances where such care is medically
      appropriate.

                 

              	
                Five
      dollars ($5.00) per visit.

              
	
                J.  Hospice Services

                Covered
      services include reasonable and necessary services for palliation or
      management of an Enrollee’s terminal illness.

              	
                Once
      a family elects to receive hospice care for an Enrollee, other services
      that treat the terminal condition will not be covered.

                Services
      required for conditions totally unrelated to the terminal condition are
      covered to the extent that such services are otherwise covered under this
      contract.

              	
                Five
      dollars ($5.00) per visit.

              
	
                K.
      Nursing Facility
Services

                Covered
      services include regular nursing services, rehabilitation services, drugs
      and biologicals, medical supplies, and the use of appliances and equipment
      furnished by the facility.

              	
                All
      admissions must be authorized by INSURER and provided by an INSURER
      affiliated facility.

                Participant
      must require and receive skilled services on a daily basis as ordered by
      an INSURER physician.

                The
      length of the Enrollee’s stay shall be determined by the medical condition
      of the Enrollee in relation to the necessary and appropriate level of
      care, but maybe no more than one hundred (100) days per contract
      year.

                Room
      and board is limited to semi-private accommodations unless a private room
      is considered medically necessary or semi-private accommodations are not
      available.

                Specialized
      treatment centers and independent kidney disease treatment centers are
      excluded.

                Private
      duty nurses, television, and custodial care are excluded.

                Admissions
      for rehabilitation and physical therapy are limited to fifteen (15) days
      per contract year.

              	
                NONE

              


      

       

       

      
        
          Florida Healthy Kids
Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

          
          

        

        
          Page 53
of 57

          
            

          

        

        
          
          

        

      

       

      
        	
                L.
      Durable Medical
          Equipment and
      Prosthetic

                      Devices

                Equipment
      and devices that are medically indicated to assist in the treatment of a
      medical condition and specifically prescribed as medically necessary by
      Enrollee’s INSURER physician.

              	
                Equipment
      and devices must be provided by authorized INSURER supplier.

                Covered
      prosthetic devices include artificial eyes, limbs, braces and other
      artificial aids.

                Low
      vision and telescopic lenses are not included.

                 

                Hearing
      aids are covered only when medically indicated to assist in the treatment
      of a medical condition.

              	
                NONE

                 

              
	
                M.  Refractions

                Examination
      by a INSURER optometrist to determine the need for and to prescribe
      corrective lenses as medically indicated.

              	
                Enrollee
      must have failed vision screening by primary care physician.

                 

                Corrective
      lenses and frames are limited to one (1) pair every two (2) years unless
      head size or prescription changes.

                 

                Coverage
      is limited to Medicaid frames with plastic or SYL non-tinted
      lenses.

              	
                Five
      dollars ($5.00) per visit.

                 

                Ten
      dollars ($10.00) for corrective lenses.

              
	
                M.
      Pharmacy

                Prescribed
      drugs for the treatment of illness or injury or injury.

              	
                Prescribed
      drugs covered under this Agreement shall include all prescribed drugs
      covered under the Florida Medicaid program.  INSURER is
      responsible for the coverage any drugs prescribed by Enrollee’s dental
      provider under Healthy Kids.

                INSURER
      may implement cost utilization controls or a pharmacy benefit management
      program if FHKC so authorizes.

                Brand
      name products are covered if a generic substitution is not available or
      where the prescribing physician indicates that a brand name is medically
      necessary.

                All
      medications must be dispensed through INSURER or an INSURER designated
      pharmacy.

                All
      prescriptions must be written by the Enrollee’s primary care physician,
      INSURER approved specialist or consultant physician or Enrollee’s dental
      provider.

              	
                Five
      dollars ($5.00) per prescription for up to a thirty one (31) day
      supply.

                 

                 

              
	
                N.  Transportation Services

                Emergency
      transportation as determined to be medically necessary in response to an
      emergency situation.

              	
                Must
      be in response to an emergency situation.

                 

              	
                Ten
      dollars ($10.00) per service

              


      

       

      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 54
of 57

          
            

          

        

        
           


        

      


      III.           Cost
Sharing Provisions

       

      INSURER
shall comply with all cost sharing restrictions imposed on Enrollees by federal
or state laws and regulations, including the following specific
provisions:

      


      A.           Special
Populations

      


      FHKC
shall provide to INSURER on a monthly basis those Enrollees identified as Native
Americans or Alaskan Natives who are prohibited from paying any cost sharing
amounts, including co-payments.

       

      
        	
                 
      

              	
                B.

              	
                Cost
      Sharing Limited to No More than Five Percent (5%) of
    Family’s

              


      

       

                              Income

      


      FHKC will
also identify to INSURER other Enrollees who have met federal requirements
regarding maximum out of pocket expenditures. Enrollees identified by FHKC as
having met this threshold are not required to pay any further cost sharing for
covered services for a time specified by FHKC.

      


      INSURER
is responsible for informing its Providers of these provisions and ensuring that
such Enrollees incur no further out of pocket costs for covered services and are
not denied access to services. FHKC will provide these Enrollees with a letter
indicating that they may not incur any cost sharing obligations.

      


      IV.           Prior
Authorization Requirements

      


      All
requirements for prior authorizations must conform with federal and state
regulations and must be completed within fourteen (14) days of request by the
Enrollee. Extensions to this process may be granted in accordance with federal
or state regulations.


      
        
          Florida
Healthy Kids Corporation

          October
1, 2008

          /s/
RR FHKC

          /s/
HS INSURER

           


        

        
          Page 55
of 57

          
            

          

        

        
           


        

      

       

      
         ATTACHMENT
E – LIST OF REQUIRED REPORTS

      

      


      The
following chart summarizes the reports required under this Contract according to
the frequency of submission.  Monthly reports are due on the fifteenth
(15th) of
each month for the prior month; quarterly reports are due by the fifteenth
(15th) of
each month following the end of each quarter and annual reports are due by July
1st
(first) unless otherwise noted.

      


      This
chart is provided for reference purposes only; the provisions of the Contract
and any reporting requirements included herein will control.

      


      
        	
                At
      Contract Execution

              	
                Immediately

              	
                Monthly

              	
                Quarterly

              	
                Annually

              
	
                Insurance
      Coverages (Section 3-15)

              	
                Section
      3-19 Requirements (Section 3-19)

              	
                Provider
      Network Changes (Section 3-19)

              	
                Statistical
      Claims Data Reporting (Section 3-26)

              	
                Grievance
      Process

                (Section
      3-13)

              
	
                Lobbying
      Disclosures

                 (Section
      3-16)

              	
                Grievances
      before the Subscriber Assistance Panel

                (Section
      3-13)

              	 
      	
                Reports
      of filed Grievances (Section 3-13)

              	
                Lobbying
      Certification

                (Section
      3-16)

              
	
                Quality
      Assurance Plan (Section 3-22)

              	
                Termination
      of subcontractors or affiliates

                (Section
      3-29)

              	 
      	
                Medical
      Loss Ratio Reports

                (Section
      3-20-2)

              	
                Experience
      Adjustment – April 1

                 (Section
      3-20-3)

              
	
                Conflicts
      of Interest Disclosure Form

                (Section
      4-8)

              	
                Change
      of ownership or controlling interest

                (Section
      4-6)

              	 
      	
                Network
      Adequacy Attestations

                (Section
      3-29)

                 

              	
                Audited
      financial statements (Section 3-23)

                 

              
	 
      	
                Change
      of Notice and Contract Contact (Section 4-15)

              	 
      	 
      	
                Listing
      of Subcontractors and affiliates (Section 3-29)

                 

              
	 
      	
                Conflicts
      of Interest Disclosure Form (Section 4-8)

              	 
      	 
      	
                Member
      materials

                (Section
      3-18)

              
	 
      	 
      	 
      	 
      	
                Proof
      of insurance coverage (3-15)

              


      

      

        
          
            Florida
Healthy Kids Corporation

            October
1, 2008

            /s/
RR FHKC

            /s/
HS INSURER

             


          

          
            Page 56
of 57

            
              

            

          

          
             


          

        

      

       

      ATTACHMENT
F – DISCLOSURE FORM

      


      INSURER
NAME:   _____________________________

      


      The
following are relationships, business and personal, that may create a conflict
of interest that INSURER is hereby disclosing:

      


      
        	
                Type
      of Relationship

                (Business,
      Personal)

              	
                Name
      of Organization or Individual

              	
                Status
      of Organization or Individual

                (Current
      Contractor, Applicant, Enrollee, etc.)

              	
                Term
      of Relationship

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

      


      By my
signature, I certify that the information contained in this report and any
attachments to this document are true representations. INSURER understands that
if any information is found to be false that the Contract between FHKC and
INSURER may be terminated at FHKC’s sole discretion.

      


      Submitted
By:                                                                                     Date
of Submission:

      


      /s/ Heath
Schiesser                                                                            7-17-08                                           


      (Signature
Above)

      Name:
Heath Schiesser

      Title:
Chief Executive Officer

       

      
      

       

      
        	 Florida Healthy Kids
      Corporation	
                /s/
      RR FHKC

              
	 October 1,
      2008	
                 /s/ HS
      INSURER

              


      

      Page 57 of
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