exh10-5.htm


    
      
        

      

      Back
        to Form 8-K

      Exhibit
        10.5

       

      


      
        Contract
          with Eligible Medicare Advantage (MA) Organization Pursuant
          to

      

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

      

      
        of
          a
          Medicare Advantage Coordinated Care Plan(s)

      

      
        


        CONTRACT
          # H0117

      

      
        


        Between

      

      
         

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

      

      
         

        and

      

      
        


        WellCare
          of Ohio, Inc.

      

      
        


        (hereinafter
          referred to as the MA Organization)

      

      
        


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

      

      
        


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

      

      
        


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

         

      

      
        	
                Addendum
                  Type

              	
                Initials

              
	
                  X   Part
                  D Addendum

              	
                        
                  TF          

              
	
                ____
                  EGWP ( "800 Series" ) MA-PD Addendum

              	 
	
                ____EGWP
                  ("800 Series") MA-Only Addendum

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

              	 
	
                ____Regional
                  Preferred Provider Organization Addendum (Provided directly to
                  RPPOs by
                  CMS)

              	 


      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        Article
          I

      

      
        


        Term
          of
          Contract

      

      
        


        The
          term
          of this contract shall be from the date of signature by CMS' authorized
          representative through December 31,2008, after which this contract may
          be
          renewed for successive one-year periods in accordance with 42 CFR 422.505(c)
          and
          as discussed in Paragraph A in Article VII below.
[422.505]

      

      
        


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

      

      
        


        Article
          II

      

      
        


        Coordinated
          Care Plan

      

      
        


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

         

      

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

         

      

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

      

      
        


        Article
          III

      

      
        


        Functions
          To Be Performed By Medicare Advantage Organization

      

      
        


        A.
          PROVISION OF BENEFITS

      

      
        1.
          The MA
          Organization agrees to provide enrollees in each of its MA plans the basic
          benefits as required under §422.101 and, to the extent applicable, supplemental
          benefits under §422.102 and as established in the MA Organization's final
          benefit and price bid proposal as approved by CMS and listed in the MA
          Organization Plan Attestation of Benefit Plan and Price, which is-attached
          to
          this contract. The MA Organization agrees to provide access to such benefits
          as

      

      
        


        2

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        required
          under subpart C in a manner consistent with professionally recognized standards
          of health care and according to the access standards stated in
§422.112.


      

      
         

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

      

      
        


        B.           ENROLLMENT
          REQUIREMENTS

      

      
        


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

      

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

      

      
        


        [422.504(a)(2)]

      

      
        


        C.           BENEFICIARY
          PROTECTIONS

      

      
        


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

      

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

      

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

      

      
        


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


      

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

      

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

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

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

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

      

      
        


        3

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        (c)
          In
          meeting the requirements of this section (C), other than the provider contract
          requirements specified in paragraph (C)(3)(a) of this Article, the MA
          Organization may use~ (i) Contractual arrangements; (ii) Insurance acceptable
          to
          CMS; (iii) Financial reserves acceptable to CMS; or (iv) Any other arrangement
          acceptable to CMS. [422.504(g)(3)]

      

      
        


        D.           PROVIDER
          PROTECTIONS

      

      
        


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

      

      
         

        2.           Prompt
          Payment.

      

      
        


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

      

      
        


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

      

      
        


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

      

      
        


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

         

      

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

      

      
        


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

      

      
        


        E.           QUALITY
          IMPROVEMENT PROGRAM

      

      
        


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

      

      
        


        (a)            Each
          MA organization (other than MA private-fee-for-service plans) must have
          a
          chronic care improvement program and must establish criteria for participation
          in the program. The CCIP must have a method for identifying enrollees with
          multiple or sufficiently severe chronic conditions who meet the criteria
          for
          participation in the program and a mechanism for monitoring enrollees'
          participation in the program.

      

      
        


        (b)            Plans
          have flexibility to choose the design of their program; however, in addition
          to
          meeting the requirements specified above, the CCIP selected must be relevant
          to
          the plan's MA

      

      
        


        4

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        population.
          MA organizations are required to submit annual reports on their CCIP program
          to
          CMS.

      

      
         

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

      

      
        


        4.           Utilization
          Review:

      

      


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

      

      
        


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

      

      
        


        5.           Information
          Systems:

         

      

      
        (a)
          The
          MA Organization must:

      

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


      

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


      

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

      

      
        


        6.           External
          Review

      

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

      

      
        


        F.           COMPLIANCE
          PLAN

      

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

      

      
        


        G.           COMPLIANCE
          DEEMED ON THE BASIS OF ACCREDITATION


      

      
        CMS
          may
          deem the MA Organization to have met the quality improvement requirements
          of §
1852(e) of the Act and §422.152, the confidentiality and accuracy of enrollee
          records requirements of § 1852(h) of the Act and §422.118, the
          anti-discrimination requirements of §1852(b) of the Act and §422.110, the access
          to services requirements of §1852(d) of the Act and §422.112, and the advance
          directives requirements of §1852(i) of the Act and §422.128,
          the

      

      
        


        5

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        provider
          participation requirements of §1852(j) of the Act and 42 CFR Part 422, Subpart
          F, and the applicable requirements described in §423.165, if the MA Organization
          is fully accredited (and periodically reaccredited) by a private, national
          accreditation organization approved by CMS and the accreditation organization
          used the standards approved by CMS for the purposes of assessing the MA
          Organization's compliance with Medicare requirements. The provisions of
§422.156
          shall govern the MA Organization's use of deemed status to meet MA program
          requirements.

      

      
        


        H.
          PROGRAM INTEGRITY

      

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

      

      
        


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

      

      
        


        I.
          MARKETING

      

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

      

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


      

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


      

      
        4.           The
          MA Organization must comply with the Medicare Marketing Guidelines, as
          well as
          all applicable statutes and regulations, including and without limitation
          Section 1851(h) of the Act

      

      
        


        6

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        and
          42
          CFR §§422.80, 422.111 and 423.50. Failure to comply may result in sanctions as
          provided in 42 CFR Part 422 Subpart O.

      

      
        


        Article
          IV

      

      
        


        CMS
          Payment to MA Organization

      

      
        


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

      

      
        


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

      

      
        


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

      

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

      

      
        


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

      

      
        


        2.           Attachment
          B requires that the CEO, CFO, or an individual delegated with the authority
          to
          sign on behalf of one of these officers, and who reports directly to such
          officer, must attest to (based on best knowledge, information and belief, as
          of the date specified on the attestation form) that the risk
          adjustment data it submits to CMS under §422.310 are accurate, complete, and
          truthful. The MA Organization shall make annual attestations to this effect
          for
          risk adjustment data on Attachment B and according to a schedule to be
          published
          by CMS. If such risk adjustment data are generated by a related entity,
          contractor, or subcontractor of an MA Organization, such entity, contractor,
          or
          subcontractor must similarly attest to {based on best knowledge,
          information, and belief, as of the date specified on the attestation form)
          the accuracy, completeness, and truthfulness of the data.
[422.504(1)]

      

      
        


        7

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        3.
          The
          Medicare Advantage Plan Attestation of Benefit Plan and Price (which is
          attached
          hereto) requires that the CEO, CFO, or an individual delegated with the
          authority to sign on behalf of one of these officers, and who reports directly
          to such officer, must attest (based on best knowledge, information and
          belief, as of the date specified on the attestation form) that the
          information and documentation comprising the bid submission proposal is
          accurate, complete, and truthful and fully conforms to the Bid Form and
          Plan
          Benefit Package requirements; and that the benefits described in the
          CMS-approved proposal bid submission agree with the benefit package the
          MA
          Organization will offer during the period covered by the proposal bid
          submission. This document is being sent separately to the MA Organization
          and
          must be signed . and attached to the executed version of this contract,
          and is
          incorporated herein by reference.
[422.502(1)]

      

      
        


        Article
          V

      

      
        


        MA
          Organization Relationship with Related Entities, Contractors, and
          Subcontractors

      

      
        


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

      

      
        


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


      

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

      

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

      

      
        


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

      

      
        


        (1)           Enrollee
          protection provisions that provide--

      

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

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

      

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

      

      
        


        8

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


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

      

      
        


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

      

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

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

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

      

      
        (4)           Written
          arrangements must specify that either--

      

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

      

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

      

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

      

      
        


        [422.504(i)(4)]

      

      
        


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

      

      
        


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


      

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


      

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

      

      
        


        9

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        Article
          VI

      

      
        


        Records
          Requirements

      

      
        


        A.
          MAINTENANCE OF RECORDS

      

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


      

      
        (a)           Are
          sufficient to do the following:


      

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

      

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


      

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

      

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

      

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

      

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

      

      
        (b)           Include
          at least records of the following:


      

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

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

      

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

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

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

        (vi)
          Franchise, marketing, and management agreements.

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

        (viii)
          Matters pertaining to costs of operations.

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

        (x)
          Cash
          flow statements.

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

      

       

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

      

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


      

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

        (ii)
          The
          facilities of the MA Organization; and

      

      
        


        10

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


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

      

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


      

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


      

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

      

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


      

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


      

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

      

      
        


        B.
          REPORTING REQUIREMENTS

      

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

      

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

      

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

        (i)
          The
          cost of its operations;

      

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


      

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


      

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

      

      
        


        11

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


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


      

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

        (v)Requirements
          for combined financial statements.

      

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

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

      

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

      

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

      

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


      

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

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

      

      
        


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

        (a)  The
          benefits covered under the MA plan;

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

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

      

      
        (d)  Plan
          quality and performance indicators for the benefits under the plan including
          — (i) Disenrollment rates for Medicare enrollees electing to receive
          benefits through the plan
          for
          the previous 2 years;


      

      
        (ii)  Information
          on Medicare
          enrollee satisfaction;


      

      
        (iii) The
          patterns of utilization of
          plan services;

      

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


      

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

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

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

        (e)   Information
          about beneficiary appeals and their disposition;

      

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

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

      

      
        


        12

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


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

      

      
        5.    Reporting
          and disclosure under ERISA.

      

      
        (a)           For
          any employees' health benefits plan that includes an MA Organization in
          its
          offerings, the MA Organization must furnish, upon.request, the information
          the
          plan needs to fulfill its reporting and disclosure obligations (with respect
          to
          the MA Organization) under the Employee Retirement Income Security Act
          of 1974
          (ERISA).

      

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


      

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


      

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

      

      
        


        Article
          VII

      

      
        


        Renewal
          of the MA Contract

      

      
        


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

      

      
        


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


      

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

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

      

      
        


        B.           Nonrenewal
          of contract

      

      
        


        (1)
          Nonrenewal by the Organization.

      

      
        


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

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

      

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


      

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


      

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

      

      
        


        13

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


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


      

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


      

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


      

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

        (2)CMS
          decision not to renew.

      

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

      

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

        (ii)
          For
          any of the reasons listed in §422.510(a) [Article VIII, section (B)(1)(a) of
          this contract], which would also permit CMS to terminate the
          contract.

      

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

      

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


      

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

      

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


      

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


      

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


      

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

      

      
        


        14

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        Article
          VII

      

      
        Modification
          or Termination of the Contract

      

      
        


        A.           Modification
          or Termination of Contract by Mutual Consent

      

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


      

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

      

      
        


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

      

      
        2.           If
          this contract is terminate'd by written mutual consent and replaced the
          day
          following such termination by a new MA contract, the MA Organization is not
          required to provide the notice specified in section B of this
          article.

      

      
        


        [422.508(b)]

      

      
        


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

        1.
          Termination by CMS.

      

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


      

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

      

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


      

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


      

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


      

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


      

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


      

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

      

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


      

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


      

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


      

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

      

      
        


        15

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


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

      

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

      

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


      

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


      

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

      

      
         

        (c)
          Immediate termination of contract by CMS.

      

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


      

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


      

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

      

      
        (d)           Corrective
          action plan


      

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

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

      

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

      

      
        


        2.
          Termination by the MA Organization

      

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

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

      

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

      

      
        


        16

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


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

      

      
        


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

      

      
        


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

      

      
        


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

      

      
        


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

      

      
        


        Article
          IX

         

      

      
        Requirements
          of Other Laws and Regulations

      

      
        A.           The
          MA Organization agrees to comply with--

      

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

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

      

      
        


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

      

      
        


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

      

      
        


        17

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        Article
          X

      

      
        


        Severability

      

      
        


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

      

      
        


        Article
          XI

      

      
        


        Miscellaneous

      

      
        


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

      

      
        


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

      

      
        


        C.           Approval
          to Begin Marketing and Enrollment. The MA Organization agrees that it
          must complete CMS operational requirements prior to receiving CMS approval
          to begin Part C marketing and enrollment activities. Such activities
          include, but are not limited to, establishing and successfully testing
          connectivity with CMS systems to process enrollment applications
          (or contracting with an entity qualified to perform such functions on the
          MA Organization's Sponsor's behalf) and successfully demonstrating
          capability to submit accurate and timely price comparison data. To
          establish and successfully test connectivity, the MA Organization
          must,

      

      
        1)
          establish and test physical connectivity to the CMS data center, 2) acquire
          user
          identifications and passwords, 3) receive, store, and maintain data necessary
          to
          perform enrollments and send and receive transactions to and from CMS,
          and 4)
          check and receive transaction status information.

      

      
        


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

      

      
        


        18

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      In
        witness whereof, the parties hereby execute this
        contract.

       

      
        	
                FOR
                  THE MA ORGANIZATION

              	 
	
                Todd
                  Farha

              	
                President
                  & CEO

              
	
                Printed
                  Name

                 

              	
                Title

              
	
                  /s/  Todd
                  Farha

              	
                9/4/07

              
	
                Signature

              	
                Date

                 

              
	
                WellCare
                  of Ohio, Inc.

              	
                8735
                  Henderson Rd, Tampa, FL 33634

              
	
                Organization

              	
                Address

              
	 	 
	
                FOR
                  THE CENTERS FOR MEDICARE & MEDICAID SERVICES

              
	
                /s/
                  David A. Lewis

              	
                10/29/07

              
	
                David
                  A. Lewis

              	
                Date

              
	
                Director

              	 
	
                Medicare
                  Advantage Group

              	 
	
                Center
                  for Beneficiary Choices

              	 
	 	 


      

      
         

        


      

      
        


      

      
        


        19

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        ATTACHMENT
          A

      

      
        


        ATTESTATION
          OF ENROLLMENT INFORMATION

      

      
        RELATING
          TO CMS PAYMENT TO A MEDICARE ADVANTAGE ORGANIZATION

      

      
        


        Pursuant
          to the contract(s) between the Centers for Medicare & Medicaid Services
          (CMS) and (INSERT NAME OF MA ORGANIZATION), hereafter referred to as the
          MA Organization, governing the operation of the following Medicare Advantage
          plans (INSERT PLAN IDENTIFICATION NUMBERS HERE). the MA
          Organization hereby requests payment under the contract, and in doing so,
          makes
          the following attestation concerning CMS payments to the MA Organization.
          The MA
          Organization acknowledges that the information described below directly
          affects
          the calculation of CMS payments to the MA Organization and that
          misrepresentations to CMS about the accuracy of such information may result
          in
          Federal civil action and/or criminal prosecution. This attestation shall
          not be
          considered a waiver of the MA Organization's right to seek payment adjustments
          from CMS based on information or data which does not become available until
          after the date the MA Organization submits this attestation.

      

      
        


        1.            The
          MA Organization has reported to CMS for the month of (INDICATE MONTH AND
          YEAR) all new enrollments, disenrollments, and changes in enrollees'
          institutional status with respect to the above-stated MA plans. Based on
          best
          knowledge, information, and belief as of the date indicated below, all
          information submitted to CMS in this report is accurate, complete, and
          truthful.

      

      
        


        2.            The
          MA Organization has reviewed the CMS monthly membership report and reply
          listing
          for the month of (INDICATE MONTH AND YEAR) for the above-stated MA plans
          and has reported to CMS any discrepancies between the report and the MA
          Organization's records. For those portions of the monthly membership report
          and
          the reply listing to which the MA Organization raises no objection, the
          MA
          Organization, through the certifying CEO/CFO, will be deemed to have attested,
          based on best knowledge, information, and belief as of the date indicated
          below,
          to their accuracy, completeness, and truthfulness.

      

      
        


        (INDICATE
          TITLE [CEO, CFO, or delegate]) on behalf of

      

      
        


        (INDICATE
          MA ORGANIZATION)

      

      
        


        DATE

      

      
        


        20

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        ATTACHMENT
          B

      

      
        


        
          	
                   

                	
                  ATTESTATION
                    OF RISK ADJUSTMENT DATA INFORMATION RELATING TO CMS PAYMENT TO
                    A MEDICARE
                    ADVANTAGE
                    ORGANIZATION

                


        

      

      
        


        Pursuant
          to the contract(s) between the Centers for Medicare & Medicaid Services
          (CMS) and (INSERT NAME OF MA ORGANIZATION), hereafter referred to as the
          MA Organization, governing the operation of the following Medicare Advantage
          plans (INSERT PLAN IDENTIFICATION NUMBERS HERE), the
          MA Organization hereby requests payment under the contract, and in doing
          so,
          makes the following attestation concerning CMS payments to the MA Organization.
          The MA Organization acknowledges that the information described below directly
          affects the calculation of CMS payments to the MA Organization or additional
          benefit obligations of the MA Organization and that misrepresentations
          to CMS
          about the accuracy of such information may result in Federal civil action
          and/or
          criminal prosecution.

      

      
        


        The
          MA
          Organization has reported to CMS during the period of (INDICATE DATES)
all (INDICATE TYPE OF DATA -INPATIENT HOSPITAL. OUTPATIENT
          HOSPITAL. OR PHYSICIAN) risk adjustment data available to
          the MA Organization with respect to the above-stated MA plans. Based on
          best
          knowledge, information, and belief as of the date indicated below, all
          information submitted to CMS in this report is accurate, complete, and
          truthful.

      

      
        


        (INDICATE
          TITLE [CEO, CFO, or delegate]) on behalf of

      

      
        


        (INDICATE
          MA ORGANIZATION)

      

      
        


        DATE

      

      
        


        21

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        ADDENDUM
          TO MEDICARE MANAGED CARE CONTRACT PURSUANT TO

      

      
        SECTIONS
          1860D-1 THROUGH 1860D-42 OF THE SOCIAL SECURITY ACT

      

      
        FOR
          THE OPERATION OF A VOLUNTARY MEDICARE PRESCRIPTION

      

      
        DRUG
          PLAN

      

      
        


        The
          Centers for Medicare & Medicaid Services (hereinafter referred to as "CMS")
          and WellCare
          of Ohio, Inc., a Medicare managed care-organization (hereinafter
          referred to as the MA-PD Sponsor) agree to amend the contract (H0117 )
          governing
          the MA-PD Sponsor's operation of a Part C plan described in Section
          1851(a)(2)(A) of the Social Security Act (hereinafter referred to as "the
          Act")
          or a Medicare cost plan to include this addendum under which the MA-PD
          Sponsor
          shall operate a Voluntary Medicare Prescription Drug Plan pursuant to sections
          1860D-1 through 1860D-42 (with the exception of section 1860D-22 and 1860D-31)
          of the Act.

      

      
        


        This
          addendum is made pursuant to Subpart L of 42 CFR Part 417 (in the case
          of cost
          plan sponsors offering a Part D benefit) and Subpart K of 42 CFR Part 422
          (in
          the case of an MA-PD Sponsor offering a Part C plan).

      

      
        


        NOTE:
          For
          purposes of this addendum, unless otherwise noted, reference to an "MA-PD
          Sponsor" or "MA-PD Plan" is deemed to include a cost plan sponsor or a
          MA
          private fee-for-service contractor offering a Part D benefit.

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        Article
          I

      

      
        Medicare
          Voluntary Prescription Drug Benefit

      

      
        


        
          	
                  A.

                	
                  The
                    MA-PD Sponsor agrees to operate one or more Medicare Voluntary
                    Prescription Drug Plans as described in its application and related
                    materials, including but not limited to all the attestations
                    contained therein and all supplemental guidance, for Medicare
                    approval and in compliance with the provisions of this addendum,
                    which incorporates in its entirety the Solicitation For
                    Applications for New Medicare Advantage Prescription Drug Plan
                    (MA-PD) Sponsors, released on January 16, 2007 [applicable to
                    Medicare Part C contractors] or the Solicitation for Applications
                    for New Cost Plan Sponsors, released on January 16, 2007
                    [applicable to Medicare cost plan contractors] (hereinafter
                    collectively referred to as "the addendum"). The MA- PD Sponsor also
                    agrees to operate in accordance with the regulations at 42 CFR §423.1
                    through 42 CFR §423.910 (with the exception of Subparts Q, R, and
                    S), sections 1860D-1 through 1860D-42 (with the exception of sections
                    1860D-22(a) and 1860D-31) of the Social Security Act, and the
                    applicable solicitation identified above, as well as all other
                    applicable Federal statutes, regulations, and policies. This addendum
                    is deemed to incorporate any changes that are required by statute
                    to
                    be implemented during the term of this addendum and any regulations
                    or policies implementing or interpreting such statutory
                    provisions.

                


        

      

      
        


        
          	
                  B.

                	
                  CMS
                    agrees to perform its obligations to the MA-PD Sponsor consistent
                    with
                    the regulations at 42 CFR §423.1 through 42 CFR §423.910 (with the
                    exception of Subparts Q, R, and S), sections 1860D-1 through 1860D-42
                    (with the exception of sections 1860D-22(a) and 1860D-31) of the
                    Social Security Act, and the applicable solicitation, as well as all
                    other applicable Federal statutes, regulations, and
                    policies.

                


        

      

      
        


        
          	
                  C.

                	
                  CMS
                    agrees that it will not implement, other than at the beginning
                    of a
                    calendar year, regulations under 42 CFR Part 423 that impose new,
                    significant regulatory requirements on the MA-PD Sponsor. This
                    provision does not apply to new requirements mandated by
                    statute.

                


        

      

      
        


        
          	
                  D.

                	
                  This
                    addendum is in no way intended to supersede or modify 42 CFR,
                    Parts
                    417,422 or 423. Failure to reference a regulatory requirement in this
                    addendum does not affect the applicability of such requirements to
                    the MA-PD Sponsor and CMS.

                


        

      

      
        


      

      
        Article
          II

      

      
        


      

      
        Functions
          to be Performed by the MA-PD Sponsor

      

      
        


        A.
          ENROLLMENT

      

      
        


        1.  MA-PD
          Sponsor agrees to enroll in its MA-PD plan only Part D-eligible beneficiaries
          as they are defined in 42 CFR §423.30(a) and who have elected to enroll in MA-PD
          Sponsor's Part C or Section 1876 benefit.

      

      
        


        2

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        
          	
                  2.

                	
                  If
                    the MA-PD Sponsor is a cost plan sponsor, the MA-PD Sponsor acknowledges
                    that its Section 1876 plan enrollees are not required to elect
                    enrollment
                    in its Part D plan.

                


        

      

      
        


        B.
          PRESCRIPTION DRUG BENEFIT

      

      
        


        
          	
                  1.

                	
                  MA-PD
                    Sponsor agrees to provide the required prescription drug coverage
                    as
                    defined under 42 CFR §423.100 and, to the extent applicable, supplemental
                    benefits as defined in 42 CFR §423.100 and in accordance with Subpart C of
                    42 CFR Part 423. MA-PD Sponsor also agrees to provide Part D
                    benefits as
                    described in the MA-PD Sponsor's Part D bid(s) approved each
                    year by CMS
                    (and in the Attestation of Benefit Plan and Price, attached
                    hereto).

                


        

      

      
        
          	
                  2.

                	
                  MA-PD
                    Sponsor agrees to calculate and collect beneficiary Part D premiums
                    in
                    accordance with 42 CFR §§423.286 and
                    423.293.

                


        

      

      
        
          	
                  3.

                	
                  If
                    the MA-PD Sponsors is a cost plans sponsor, it acknowledge that
                    its Part D
                    benefit is offered as an optional supplemental service in accordance
                    with
                    42 CFR §417.440(b)(2)(ii).

                


        

      

      
        


        C.           DISSEMINATION
          OF PLAN INFORMATION

      

      
        


        1.      MA-PD
          Sponsor agrees to provide the information required in 42 CFR
§423.48.

      

      
        


        
          	
                  2.

                	
                  MA-PD
                    Sponsor agrees to disclose information related to Part D benefits
                    to
                    beneficiaries in the manner and the form specified by CMS under
                    42 CFR
                    §§423.128 and 423.50 and in the "Marketing Materials Guidelines
                    for
                    Medicare Advantage-Prescription Drug Plans (MA-PDs) and Prescription
                    Drug
                    Plans (PDPs)."

                


        

      

      
        


        
          	
                  3.

                	
                  MA-PD
                    Sponsor certifies that all materials it submits to CMS under
                    the File and
                    Use Certification authority described in the Marketing Materials
                    Guidelines are accurate, truthful, not misleading, and consistent
                    with CMS
                    marketing guidelines.

                


        

      

      
        


        D.           QUALITY
          ASSURANCE/UTILIZATION MANAGEMENT

      

      
        


        MA-PD
          Sponsor agrees to operate quality assurance, cost, and utilization management,
          medication therapy management programs, and support electronic prescribing
          in
          accordance with Subpart D of 42 CFR Part 423.

      

      
        


        E.           APPEALS
          AND GRIEVANCES

      

      
        


        MA-PD
          Sponsor agrees to comply with all requirements in Subpart M of 42 CFR Part
          423
          governing coverage determinations, grievances and appeals, and
          formulary exceptions. MA-PD Sponsor acknowledges that these requirements
          are separate and distinct from the appeals and grievances requirements
          applicable to the MA-PD Sponsor through the operation of its Part C or
          cost plan
          benefits.

      

      
        


        3

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        F.           PAYMENT
          TO MA-PD SPONSOR

      

      
        


        
          	
                  1.

                	
                  MA-PD
                    Sponsor and CMS agree that payment paid for Part D services under
                    the
                    addendum will be governed by the rules in Subpart G of 42 CFR
                    Part
                    423.

                


        

      

      
        


        
          	
                  2.

                	
                  If
                    the MA-PD Sponsor is participating in the Part D Reinsurance
                    Payment
                    Demonstration, described in 70 FR 9360 (Feb. 25,2005), it affirms
                    that it
                    will not seek payment under the demonstration for services provided
                    to
                    employer group enrollees.

                


        

      

      
        


        G.           BID
          SUBMISSION AND REVIEW

      

      
        


        If
          the
          MA-PD Sponsor intends to participate in the Part D program for the future
          year,
          MA-PD Sponsor agrees to submit a future year's Part D bid, including all
          required information on premiums, benefits, and cost-sharing, by the applicable
          due date, as provided in Subpart F of 42 CFR Part 423 so that CMS and the
          MA-PD
          Sponsor may conduct negotiations regarding the terms and conditions of
          the
          proposed bid and benefit plan renewal. MA-PD Sponsor acknowledges that
          failure
          to submit a timely bid under this section may affect the sponsor's ability
          to
          offer a Part C plan, pursuant to the provisions of 42 CFR
§422.4(c).

      

      
        


        H.   COORDINATION
          WITH OTHER
          PRESCRIPTION DRUG COVERAGE

      

      
        


        
          	
                  1.

                	
                  MA-PD
                    Sponsor agrees to comply with the coordination requirements with
                    State
                    Pharmacy Assistance Programs (SPAPs) and plans that provide other
                    prescription drug coverage as described in Subpart J of 42 CFR
                    Part
                    423.

                


        

      

      
        


        
          	
                  2.

                	
                  MA-PD
                    Sponsor agrees to comply with Medicare Secondary Payer procedures
                    as
                    stated in 42 CFR §423.462.

                


        

      

      
        


        I.     SERVICE
          AREA
          AND PHARMACY ACCESS

      

      
        


        
          	
                  1.

                	
                  The
                    MA-PD Sponsor agrees to provide Part D benefits in the service
                    area for
                    which it has been approved by CMS to offer Part C or cost plan
                    benefits
                    utilizing a pharmacy network and formulary approved by CMS that
                    meet the
                    requirements of 42 CFR
§423.120.

                


        

      

      
        


        
          	
                  2.

                	
                  The
                    MA-PD Sponsor agrees to ensure adequate access to Part D-covered
                    drugs at
                    out-of-network pharmacies according to 42 CFR
                    §423.124.

                


        

      

      
        


        
          	
                  3.

                	
                  MA-PD
                    Sponsor agrees to provide benefits by means of point-of-service
                    systems to
                    adjudicate prescription drug claims in a timely and efficient
                    manner in
                    compliance with CMS standards, except when necessary to provide
                    access in
                    underserved areas, I/T/U pharmacies (as defined in 42 CFR §423.100), and
                    long-term care pharmacies (as defined in 42 CFR
                    §423.100).

                


        

      

      
        


        4

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        
          	
                  4.

                	
                  MA-PD
                    Sponsor agrees to contract with any pharmacy that meets the MA-PD
                    Sponsor's reasonable and relevant standard terms and conditions.
                    If MA-PD
                    Sponsor has demonstrated that it historically fills 98% or more
                    of its
                    enrollees' prescriptions at pharmacies owned and operated by
                    the MA-PD
                    Sponsor (or presents compelling circumstances that prevent the
                    sponsor
                    from meeting the 98% standard or demonstrates that its Part D
                    plan design
                    will enable the sponsor to meet the 98% standard during the contract
                    year), this provision does not apply to MA-PD Sponsor's
                    plan.

                


        

      

      
        


        
          	
                  5.

                	
                  The
                    provisions of 42 CFR §423.120(a) concerning the TRICARE retail pharmacy
                    access standard do not apply to MA-PD Sponsor if the Sponsor
                    has
                    demonstrated to CMS that it historically fills more than 50%
                    of its
                    enrollees' prescriptions at pharmacies owned and operated by
                    the MA-PD
                    Sponsor. MA-PD Sponsors excused from meeting the TRICARE standard
                    are
                    required to demonstrate retail pharmacy access that meets the
                    requirements
                    of 42 CFR §422.112 for a Part C contractor and 42 CFR §417.416(e) for a
                    cost plan contractor.

                


        

      

      
        


        J.  COMPLIANCE
          PLAN/PROGRAM
          INTEGRITY

      

      
        


        MA-PD
          Sponsor agrees that it will develop and implement a compliance plan that
          applies
          to its Part D-related operations, .consistent with 42 CFR
§423.504(b)(4)(vi).

      

      
        


        K.  
LOW-INCOME
          SUBSIDY

      

      
        


        MA-PD
          Sponsor agrees that it will participate in the administration of subsidies
          for
          low-income individuals according to Subpart P of 42 CFR Part
          423.

      

      
        


        L.  
BENEFICIARY
          FINANCIAL
          PROTECTIONS

      

      
        


        The
          MA-PD
          Sponsor agrees to afford its enrollees protection from liability for payment
          of
          fees that are the obligation of the MA-PD Sponsor in accordance with 42
          CFR
§423.505(g).

      

      
         

        
          M.  
RELATIONSHIP
            WITH RELATED
            ENTITIES, CONTRACTORS, AND SUBCONTRACTORS 

        

      

      
        


        
          	
                  1.

                	
                  The
                    MA-PD Sponsor agrees that it maintains ultimate responsibility
                    for
                    adhering to and otherwise fully complying with all terms and
                    conditions of
                    this addendum.

                


        

      

      
        


        
          	
                  2.

                	
                  The
                    MA-PD Sponsor shall ensure that any contracts or agreements with
                    subcontractors or agents performing functions on the MA-PD Sponsor's
                    behalf related to the operation of the Part D benefit are in
                    compliance
                    with 42 CFR §423.505(i).

                


        

      

      
        


        5

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        N.     CERTIFICATION
          OF DATA THAT DETERMINE PAYMENT

      

      
        


        MA-PD
          Sponsor must provide certifications in accordance with 42 CFR
§423.505(k).

      

      
        


      

      
        


      

      
        Article
          III

      

      
         Record
          Retention and Reporting Requirements

      

      
        


        A.           MAINTENANCE
          OF RECORDS

      

      
        


        MA-PD
          Sponsor agrees to maintain records and provide access in accordance with
          42 CFR
§§423.504(d) and 505(d) and (e).

      

      
        


        B.           GENERAL
          REPORTING REQUIREMENTS

      

      
        


        The
          MA-PD
          Sponsor agrees to submit to information to CMS according to 42 CFR §§423.505(f),
          423.514, and the "Final Medicare Part D Reporting Requirements," a document
          issued by CMS and subject to modification each program year.

      

      
        


        C.           CMS
          LICENSE FOR USE OF PLAN FORMULARY

      

      
        


        PDP
          Sponsor agrees to submit to CMS each plan's formulary information, including
          any
          changes to its formularies, and hereby grants to the Government[, and any
          person
          or entity who might receive the formulary from the Government,] a non-exclusive
          license to use all or any portion of the formulary for any purpose related
          to
          the administration of the Part D program, including without limitation
          publicly
          distributing, displaying, publishing or reconfiguration of the information
          in
          any medium, including www.medicare.gov, and by any electronic, print or
          other means of distribution.

      

      
        


        Article
          IV HIPAA Transactions/Privacy/Security

      

      
        


        
          	
                  A.

                	
                  MA-PD
                    Sponsor agrees to comply with the confidentiality and enrollee
                    record accuracy requirements specified in 42 CFR
                    §423.136.

                


        

      

      
        


        
          	
                  B.

                	
                  MA-PD
                    Sponsor agrees to enter into a business associate agreement with
                    the
                    entity with which CMS has contracted to track Medicare beneficiaries'
                    true
                    out-of-pocket costs.

                


        

      

      
        


        6

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        Article
          V

      

      
        Addendum
          Term and Renewal

      

      
        


        A.           TERM
          OF ADDENDUM

      

      
        


        This
          addendum is effective from the date of CMS' authorized representative's
          signature through December 31, 2008. This addendum shall be renewable for
          successive one-year periods thereafter according to 42 CFR §423.506. MA-PD
          Sponsor shall not conduct Part D-related marketing activities prior to
          October
          1, 2007 and shall not process enrollment applications prior to November
          15,
          2007. MA-PD Sponsor shall begin delivering Part D benefit services on January
          1,
          2008.

      

      
        


        B.           QUALIFICATION
          TO RENEW ADDENDUM

      

      
        


        
          	
                  1.

                	
                  In
                    accordance with 42 CFR §423.507, the MA-PD Sponsor will be
                    determined qualified to renew this addendum annually only
                    if—

                


        

      

      
        
          	
                  (a)

                	
                  CMS
                    informs the MA-PD Sponsor that it is qualified to renew its addendum;
                    and

                


        

      

      
        
          	
                  (b)

                	
                  The
                    MA-PD Sponsor has not provided CMS with a notice of intention
                    not to renew
                    in accordance with Article VII of this
                    addendum.

                


        

      

      
        


        2.                Although
          MA-PD Sponsor may be determined qualified to renew its addendum under
          this Article, if the MA-PD Sponsor and CMS cannot reach agreement on the
          Part D
          bid under Subpart F of 42 CFR Part 423, no renewal takes place, and the
          failure
          to reach agreement is not subject to the appeals provisions in Subpart
          N of 42
          CFR Parts 422 or 423. (Refer to Article XI for consequences of non­renewal
          on the Part C contract and the ability to enter into a Part C
          contract.)

      

      
        


      

      
        Article
          VI


      

      
        Nonrenewal
          of Addendum

      

      
        


        A.           NONRENEWAL
          BY THE MA-PD SPONSOR

      

      
        


        
          	
                  1.

                	
                  MA-PD
                    Sponsor may non-renew this addendum in accordance with 42 CFR
                    423.507(a).

                


        

      

      
        
          	
                  2.

                	
                  If
                    the MA-PD Sponsor non-renews this addendum under this Article,
                    CMS cannot
                    enter into a Part D addendum with the organization for 2 years
                    unless
                    there are special circumstances that warrant special consideration,
                    as
                    determined by CMS.

                


        

      

      
        


        B.           NONRENEWAL
          BY CMS

      

      
        


        CMS
          may
          non-renew this addendum under the rules of 42 CFR 423.507(b). (Refer to
          Article
          X for consequences of non-renewal on the Part C contract and the ability
          to
          enter into a Part C contract.)

      

      
        


        7

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        Article
          VII

      

      
        
          	
                   

                	
                  Modification
                    or Termination of Addendum by Mutual
                    Consent

                


        

      

      
        


        This
          addendum may be modified or terminated at any time by written mutual consent
          in
          accordance with 42 CFR 423.508. (Refer to Article X for consequences of
          non-renewal on the Part C contract and the ability to enter into a Part
          C
          contract.)

      

      
        


      

      
        


      

      
        Article
          VIII

      

      
         Termination
          of Addendum by CMS

      

      
        


        CMS
          may
          terminate this addendum in accordance with 42 CFR 423.509. (Refer to Article
          X
          for consequences of non-renewal on the Part C contract and the ability
          to enter
          into a Part C contract.)

      

      
        


      

      
        Article
          IX

      

      
        Termination
          of Addendum by the MA-PD Sponsor

      

      
        


        
          	
                  A.

                	
                  The
                    MA-PD Sponsor may terminate this addendum only in accordance
                    with 42
                    CFR 423.510.

                


        

      

      
        


        
          	
                  B.

                	
                  CMS
                    will not enter into a Part D addendum with an organization that
                    has
                    terminated its addendum within the preceding 2 years unless there are
                    circumstances that warrant special consideration, as determined by
                    CMS.

                


        

      

      
        


        
          	
                  C.

                	
                  If
                    the addendum is terminated under section A of this Article, the
                    MA-PD
                    Sponsor must ensure the timely transfer of any data or files. (Refer
                    to Article X for consequences of non-renewal on the Part C contract
                    and the ability to enter into a Part C
                    contract.)

                


        

      

      
        


      

      
        Article
          X

      

      
        Relationship
          Between Addendum and Part C Contract or 1876 Cost
          Contract

      

      
        


        
          	
                   

                	
                  A.
                    MA-PD Sponsor acknowledges that, if it is a Medicare Part C contractor,
                    the termination or nonrenewal of this addendum by either party
                    may require
                    CMS to terminate or non-renew the Sponsor's Part C contract in
                    the event
                    that such non­renewal or termination prevents the MA-PD Sponsor from
                    meeting the requirements of 42 CFR §422.4(c), in which case the Sponsor
                    must provide the notices specified in this contract, as well
                    as the
                    notices specified under Subpart K of 42 CFR Part 422. MA-PD Sponsor
                    also
                    acknowledges that Article X.B. of this addendum may prevent the
                    sponsor
                    from entering into a Part C contract for two years following
                    an addendum
                    termination or non-renewal where such non-renewal or termination
                    prevents
                    the MA-PD Sponsor from meeting the requirements of 42 CFR
                    §422.4(c).

                


        

      

      
        


        8

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        
          	
                  B.

                	
                  The
                    termination of this addendum by either party shall not, by itself,
                    relieve
                    the parties from their obligations under the Part C or cost plan
                    contracts to which this document is an
                    addendum.

                


        

      

      
        


        
          	
                  C.

                	
                  In
                    the event that the MA-PD Sponsor's Part C or cost plan contract
                    (as
                    applicable) is terminated or nonrenewed by either party, the
                    provisions of this addendum shall also terminate. In such an event,
                    the MA-PD Sponsor and CMS shall provide notice to enrollees and the
                    public as described in this contract as well as 42 CFR Part
                    422, Subpart K or 42 CFR Part 417, Subpart K, as
                    applicable.

                


        

      

      
        


        Article
          XI 

        Intermediate
          Sanctions

      

      
        


        The
          MA-PD
          Sponsor shall be subject to sanctions and civil monetary penalties, consistent
          with Subpart O of 42 CFR Part 423.

      

      
        


        Article
          XII 

        Severability

      

      
        


        Severability
          of the addendum shall be in accordance with 42 CFR
§423.504(e).

      

      
        


        Article
          XII

        Miscellaneous

      

      
        


        
          	
                  A.

                	
                  DEFINITIONS:
                    Terms not otherwise defined in this addendum shall have the meaning
                    given such terms at 42 CFR Part 423 or, as applicable, 42 CFR
                    Part 422
                    or Part 417.

                


        

      

      
        


        
          	
                  B.

                	
                  ALTERATION
                    TO ORIGINAL ADDENDUM TERMS: The MA-PD Sponsor agrees that it has not
                    altered in any way the terms of the MA-PD addendum presented for
                    signature by CMS. MA-PD Sponsor agrees that any alterations to
                    the
                    original text the MA-PD Sponsor may make to this addendum shall not
                    be binding on the parties.

                


        

      

      
        


        
          	
                  C.

                	
                  ADDITIONAL
                    CONTRACT TERMS: The MA-PD Sponsor agree to include in this addendum
                    other terms and conditions in accordance with 42 CFR
                    §423.505(j).

                


        

      

      
        


        
          	
                  D.

                	
                  CMS
                    APPROVAL TO BEGIN MARKETING AND ENROLLMENT ACTIVITIES: The MA-PD
                    Sponsor agrees that it must complete CMS operational
                    requirements related to its Part D benefit prior to receiving CMS
                    approval to begin MA-PD plan- marketing activities relating to its
                    Part D benefit. Such activities include, but are not limited to,
                    establishing and successfully testing connectivity with CMS systems
                    to process enrollment applications (or contracting with an entity
                    qualified to perform

                


        

      

      
        


        9

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        such
          functions on MA-PD Sponsor's behalf) and successfully demonstrating the
          capability to submit accurate and timely price comparison data. To establish
          and
          successfully test connectivity, the PDP Sponsor must, 1) establish and
          test
          physical connectivity to-the CMS data center, 2) acquire user identifications
          and passwords, 3) receive, store, and maintain data necessary to perform
          enrollments and send and receive transactions to and from CMS, and 4) check
          and
          receive transaction status information.

      

      
        


        10

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        In
          witness whereof, the parties hereby execute this contract
          modification.

         

      

      
        	
                
                  FOR
                    THE MA-PD SPONSOR

                

                 

              	 
	
                Todd
                  Farha

              	
                President
                  & CEO

              
	
                Printed
                  Name

                 

              	
                Title

              
	
                  /s/  Todd
                  Farha

              	
                9/4/07

              
	
                Signature

              	
                Date

                 

              
	
                WellCare
                  of Ohio, Inc.

              	
                8735
                  Henderson Rd, Tampa, FL 33634

              
	
                Organization

              	
                Address

              
	 	 
	
                FOR
                  THE CENTERS FOR MEDICARE & MEDICAID SERVICES

              
	
                /s/
                  David A. Lewis

              	
                10/29/07

              
	
                David
                  A. Lewis

              	
                Date

              
	
                Director

              	 
	
                Medicare
                  Advantage Group

              	 
	
                Center
                  for Beneficiary Choices

              	 
	 	 


      

      
        


        11

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      
        PART
          C/D BENEFIT PLAN(S) DESCRIPTION TO BE ATTACHED TO MA
          CONTRACT

      

      
        


        SECTION
          1876/PART D OPTIONAL SUPPLEMENTAL BENEFIT PLAN DESCRIPTION TO BE ATTACHED
          TO
          SECTION 1876 CONTRACT

         

         

        12