exv10w1






Exhibit 10.1




Contractual Document (CD)




	 	 	 
	Responsible Office: HHSC Office of General Counsel (OGC)
	 
	 	 
	Subject: HHSC Managed Care Contract

	 	HHSC Contract No. 529-06-0280-00002-K






Part 1: Parties to the Contract:



This Contract Amendment (the “Amendment”) is between the Texas Health and Human Services Commission (HHSC), an administrative agency
within the executive department of the State of Texas, having its principal office 4900 North Lamar Boulevard, Austin, Texas 78751, and
Amerigroup Texas, Inc. (HMO) a corporation organized under the laws of the State of Texas, having its principal place of business at:
1200 East Copeland Road, Suite 200, Arlington, Texas 76011. HHSC and HMO may be referred to in this Amendment individually as a “Party”
and collectively as the “Parties.”



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


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




	 	 	 	 	 
	Part 2: Effective Date ofAmendment:	 	Part 3: Contract Expiration Date	 	Part 4 Operational Start Date:
	September 1, 2008

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

	 	 	 	STAR+PLUS HMOs: February 1, 2007
	 

	 	 	 	CHIP Perinatal HMOs: January 1, 2007
	 

	 	 	 	 






Part 5: Project Managers:




	 	 	 
	HHSC:

	 	HMO:
	 
	Scott Schalchlin

	 	Aileen McCormick 
	Director,
Health Plan Operations 11209
Metric
Boulevard, Building H
Austin, Texas 78758
Phone:
512-491-1866
Fax: 512-491-1969

	 	Amerigroup Texas,
Inc.
     6700 West Loop South,
Suite 200 
Bellaire, Texas 77401 
Phone:
713-218-5101 
Fax: 713-218-8692
E-mail: amccorm@amerigroupcorp.com






Part 6: Deliver Legal Notices to:




	 	 	 
	HHSC:

	 	HMO:
	 
	General Counsel

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

	 	          6700 West Loop South, Suite 200 
	Austin, Texas 78751

	 	     Bellaire, Texas 77401
	Fax: 512-424-6586

	 	     Fax: 713-218-8692






Part 7: HMO Programs and Service Areas:



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




Page 1 of 10









 





Contractual Document (CD)



	 	 	 
	Responsible Office: HHSC Office of General Counsel (OGC)
	Subject: HHSC Managed Care Contract

	 	HHSC Contract No. 529-06-0280-00002-K






     Medicaid STAR HMO Program



     Service Areas:



	 	 	 	 	 	 	 
	o

	 	Bexar
	 	o
	 	Lubbock
	þ

	 	Dallas
	 	þ
	 	Nueces
	o

	 	El Paso
	 	þ
	 	Tarrant
	þ

	 	Harris
	 	þ
	 	Travis





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




Medicaid STAR+PLUS HMO Program




     Service Areas:



	 	 	 	 	 	 	 
	þ

	 	Bexar
	 	o
	 	Nueces
	þ

	 	Harris
	 	þ
	 	Travis





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




CHIP HMO Program




Core Service Areas:




	 	 	 	 	 	 	 
	o

	 	Bexar	 	 	 	 
	þ

	 	Dallas
	 	þ
	 	Nueces
	o

	 	El Paso
	 	þ
	 	Tarrant
	þ

	 	Harris
	 	o
	 	Travis
	o

	 	Lubbock
	 	o
	 	Webb






Optional Service Areas:




	 	 	 	 	 	 	 
	o

	 	Bexar
	 	o
	 	Lubbock
	o

	 	El Paso
	 	o
	 	Nueces
	o

	 	Harris
	 	o
	 	Travis





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




Page 2 of 10









 





Contractual Document (CD)




	 	 	 
	Responsible Office: HHSC Office of General Counsel (OGC)
	 
	 	 
	Subject: HHSC Managed Care Contract

	 	HHSC Contract No. 529-06-0280-00002-K






	 	 	 	 	 	 	 	 	 	 	 
	CHIP
	 	 	 	 	 	 	 	 	 	 
	 

	 	Perinatal Program	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Core Service Areas:
	 	o
	 	Bexar
	 	o
	 	Nueces
	 

	 	 	 	o
	 	Dallas
	 	þ
	 	Tarrant
	 

	 	 	 	o
	 	El Paso
	 	o
	 	Travis
	 

	 	 	 	o
	 	Harris
	 	o
	 	Webb
	 

	 	 	 	o
	 	Lubbock	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Optional Service Areas:	 	 	 	 	 	 	 	 
	 

	 	 	 	o
	 	Bexar
	 	o
	 	Lubbock
	 

	 	 	 	o
	 	El Paso
	 	o
	 	Nueces
	 

	 	 	 	o
	 	Harris
	 	o
	 	Travis





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




     Part 8: Payment



     PART 8 of the HHSC Managed Care Contract document, “Payment,” is modified to add the capitation rates for Rate Period 3.



     X            Medicaid STAR HMO PROGRAM


Capitation: See Attachment A, “HHSC Uniform Managed Care Contract Terms and Conditions,” Article 10, for a description of the Capitation Rate-setting methodology and the
Capitation Payment requirements for the STAR Program. The following Rate Cells and Capitation Rates will apply to Rate Period 3:




	 	 	 	 	 
	 	 	Service Area: DALLAS	 	 
	 	 	 	 	Rate. Period 3 ,,
	 	 	Rate Cell	 	Capitation Rates
	1

	 	TANF Child >12 months
	 	*****************REDACTED**************
	2

	 	TANF child < 12 months	 	 
	3

	 	TANF Adult	 	 
	4

	 	Pregnant Woman	 	 
	5

	 	Newborn < 12 months	 	 
	6

	 	Expansion Child >12 months	 	 
	7

	 	Expansion child < 12 months	 	 
	8

	 	Federal Mandate child	 	 
	9

	 	Delivery Supplemental Payment	 	 






Page 3 of 10









 





Contractual Document (CD)




Responsible Office: HHSC Office of General Counsel (OGC)




	 	 	 
	HHSC Managed Care Contract

	 	HHSC Contract No. 529-06-0280-00002-K






	 	 	 	 	 
	 	 	Service Area: HARRIS	 	 
	 	 	 	 	Rate Period 3
	 	 	Rate Cell	 	Capitation Rates
	1

	 	TANF Child >12 months
	 	*****************REDACTED**************
	2

	 	TANF child < 12 months	 	 
	3

	 	TANF Adult	 	 
	4

	 	Pregnant Woman	 	 
	5

	 	Newborn < 12 months	 	 
	6

	 	Expansion Child >12 months	 	 
	7

	 	Expansion child < 12 months	 	 
	8

	 	Federal Mandate child	 	 
	9

	 	Delivery Supplemental Payment	 	 






	 	 	 	 	 
	 	 	Service Area NUECES	 	 
	 	 	 	 	Rate Period 3
	 	 	Rate Cell	 	Capitation Rates
	1

	 	TANF Child >12 months
	 	*****************REDACTED**************
	2

	 	TANF child < 12 months	 	 
	3

	 	TANF Adult	 	 
	4

	 	Pregnant Woman	 	 
	5

	 	Newborn < 12 months	 	 
	6

	 	Expansion Child >12 months	 	 
	7

	 	Expansion child < 12 months	 	 
	8

	 	Federal Mandate child	 	 
	9

	 	Delivery Supplemental Payment	 	 






Page 4 of 10









 





Contractual Document (CD)




Responsible Office: HHSC Office of General Counsel (OGC)




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






	 	 	 	 	 
	 	 	Service Area: TARRANT	 	 
	 	 	 	 	Rate Period 3
	 	 	Rate Cell	 	Capitation Rates
	1

	 	TANF Child >12 months
	 	*****************REDACTED**************
	2

	 	TANF child < 12 months	 	 
	3

	 	TANF Adult	 	 
	4

	 	Pregnant Woman	 	 
	5

	 	Newborn < 12 months	 	 
	6

	 	Expansion Child >12 months	 	 
	7

	 	Expansion child < 12 months	 	 
	8

	 	Federal Mandate child	 	 
	9

	 	Delivery Supplemental Payment	 	 






	 	 	 	 	 
	Service Area TRAVIS	 	 
	 	 	 	 	Rate Period 3
	 	 	Rate Cell	 	Capitation Rates
	1

	 	TANF Child >12 months
	 	*****************REDACTED**************
	2

	 	TANF child < 12 months	 	 
	3

	 	TANF Adult	 	 
	4

	 	Pregnant Woman	 	 
	5

	 	Newborn < 12 months	 	 
	6

	 	Expansion Child >12 months	 	 
	7

	 	Expansion child < 12 months	 	 
	8

	 	Federal Mandate child	 	 
	9

	 	Delivery Supplemental Payment	 	 





STAR SSI Administrative Fee: HHSC will pay a STAR HMO a monthly Administrative
Fee of $14.00 per SSI Beneficiary who voluntarily enrolls in the HMO in accordance with
Attachment A, “HHSC Uniform Managed Care Contract Terms and Conditions,” Article 10.



Delivery Supplemental Payment: See Attachment A, “HHSC Uniform Managed Care
Contract Terms and Conditions,” Article 10, for a description of the methodology for
establishing the Delivery Supplemental Payment for the STAR Program.




Page 5 of 10









 





Contractual Document (CD)




Responsible Office: HHSC Office of General Counsel (OGC)




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






     X Medicaid STAR+PLUS HMO Program



     Capitation: See Attachment A, “HHSC Uniform Managed Care Contract Terms and
Conditions,” Article 10, for a description of the Capitation Rate-setting methodology and the
Capitation Payment requirements for the STAR+PLUS Program. The following Rate Cells and
Capitation Rates will apply to Rate Period 3:



	 	 	 	 	 
	STAR+PLUS Service Area BEXAR	 	 
	 	 	Rate Cell	 	Rate
Period 3
Capitation Rates
	1.

	 	Medicaid Only Standard Rate
	 	*****************REDACTED************
	2.

	 	Medicaid Only 1915(C) Nursing
Facility Waiver Rate	 	 
	3.

	 	Dual Eligible Standard Rate	 	 
	4.

	 	Dual Eligible 1915(C) Nursing
Facility Waiver Rate	 	 
	5.

	 	Nursing Facility — Medicaid Only	 	 
	6.

	 	Nursing Facility — Dual Eligible	 	 






	 	 	 	 	 
	STAR+PLUS Service Area: HARRIS (Harris Co & Rains Contiguous)
	 	 	Rate Cell	 	Rate
Period 3
Capitation Rates
	1.

	 	Medicaid Only Standard Rate
	 	*****************REDACTED************
	2.

	 	Medicaid Only 1915(C) Nursing
Facility Waiver Rate	 	 
	3.

	 	Dual Eligible Standard Rate	 	 
	4.

	 	Dual Eligible 1915(C) Nursing
Facility Waiver Rate	 	 
	5.

	 	Nursing Facility — Medicaid Only	 	 
	6.

	 	Nursing Facility — Dual Eligible	 	 






Page 6 of 10









 





Contractual Document (CD)

Responsible Office: HHSC Office of General Counsel (OGC)

Subject: HHSC Managed Care Contract

HHSC Contract No. 529-06-0280-00002-K


	 	 	 	 	 
	STAR+PLUS Service Area: TRAVIS	 	 
	 	 	Rate Cell	 	Rate
Period 3
Capitation Rates
	1.

	 	Medicaid Only Standard Rate
	 	*****************REDACTED*************
	2.

	 	Medicaid Only 1915(C) Nursing
Facility Waiver Rate	 	 
	3.

	 	Dual Eligible Standard Rate	 	 
	4.

	 	Dual Eligible 1915(C) Nursing
Facility Waiver Rate	 	 
	5.

	 	Nursing Facility — Medicaid Only	 	 
	6.

	 	Nursing Facility — Dual Eligible	 	 






X CHIP HMO PROGRAM



Capitation: See Attachment A, “HHSC Uniform Managed Care Contract Terms and
Conditions,” Article 10, for a description of the Capitation Rate-setting methodology and the
Capitation Payment requirements for the CHIP Program. The following Rate Cells and Capitation
Rates will apply to Rate Period 3:




	 	 	 	 	 
	 	 	Service Area DALLAS	 	 
	 	 	 	 	Rate Period 3
	 	 	Rate Cell	 	Capitation Rates
	1

	 	< Age 1
	 	*****************REDACTED**************
	2

	 	Ages 1 through 5	 	 
	3

	 	Ages 6 through 14	 	 
	4

	 	Ages 15 through 18	 	 






Page 7 of 10









 





Contractual Document (CD)




Responsible Office: HHSC Office of General Counsel (OGC)




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






	 	 	 	 	 
	 	 	Service Area: HARRIS	 	 
	 	 	 	 	Rate Period 3
	 	 	Rate Cell	 	Capitation Rates
	1

	 	< Age 1
	 	*****************REDACTED**************
	2

	 	Ages 1 through 5	 	 
	3

	 	Ages 6 through 14	 	 
	4

	 	Ages 15 through 18	 	 






	 	 	 	 	 
	 	 	Service Area NUECES	 	 
	 	 	 	 	Rate Period 3
	 	 	Rate Cell	 	Capitation Rates
	1

	 	< Age 1
	 	*****************REDACTED**************
	2

	 	Ages 1 through 5	 	 
	3

	 	Ages 6 through 14	 	 
	4

	 	Ages 15 through 18	 	 






	 	 	 	 	 
	 	 	Service Area TARRANT	 	 
	 	 	 	 	Rate Period3
	 	 	Rate Cell	 	Capitation Rates
	1

	 	< Age 1
	 	*****************REDACTED**************
	2

	 	Ages 1 through 5	 	 
	3

	 	Ages 6 through 14	 	 
	4

	 	Ages 15 through 18	 	 





Delivery Supplemental Payment: See Attachment A, “HHSC Uniform Managed Care Contract
Terms and Conditions,” Article 10, for a description of the methodology for establishing the
Delivery Supplemental Payment for the CHIP Program. The CHIP Delivery Supplemental Payment is
$3,100.00 for all Service Areas.





Page 8 of 10









 








Contractual Document (CD)




Responsible Office: HHSC Office of General Counsel (OGC)




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






X CHIP Perinatal Program



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




	 	 	 	 	 
	 	 	Service Area: TARRANT	 	 
	 	 	 	 	Rate Period 3
	 	 	Rate Cell	 	Capitation Rates
	1

	 	Perinate Newborn 0% — 185%
	 	*****************REDACTED**************
	2

	 	Perinate Newborn 186% — 200%	 	 
	3

	 	Perinate 0% — 185%	 	 
	4

	 	Perinate 186% — 200%	 	 





Delivery Supplemental Payment: See Attachment A, “HHSC Uniform Managed Care Contract Terms and Conditions,” Article 10, for a description of
the methodology for establishing the Delivery Supplemental Payment for the CHIP Perinatal Program. The CHIP Perinatal Delivery Supplemental
Payment is $3,100.00 for Perinates between 186% and 200% of the Federal Poverty Level for all Service Areas.




Part 9: Contract Attachments:



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

	 
	A: HHSC Uniform Managed Care Contract Terms & Conditions — Version 1.10 is replaced with Version 1.11

	 
	B: Scope of Work/Performance Measures — Version 1.10 is replaced with Version 1.11 for all attachments, except if noted.

	 

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

	B-2: Covered Services

	B-2.1 STAR+PLUS Covered Services

	B-2.2 CHIP Perinatal Program Covered Services

	B-3: Value-added Services

	B-3.1 STAR+PLUS Value-added Services

	B-3.2 CHIP Perinatal Program Value-added Services

	B-4: Performance Improvement Goals

	B-4.1 SFY 2008 Performance Improvement Goals

	B-5: Deliverables/Liquidated Damages Matrix

	B-6: Map of Counties with STAR and CHIP HMO Program Service Areas

	B-6.1 STAR+PLUS Service Areas

	B-6.2 CHIP Perinatal Program Service Areas

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

	 

	C: HMO’s Proposal and Related Documents

	C-1: HMO’s Proposal

	C-2: HMO Supplemental Responses

	C-3: Agreed Modifications to HMO’s Proposal








Page 9 of 10









 








Contractual Document (CD)




Responsible Office: HHSC Office of General Counsel (OGC)




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






Section 10.04(b) added by Version 1.8




Part 10: Special Provision for Nueces Service Area




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



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



Part 11: Signatures:



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




	 	 	 	 	 	 	 
	Texas Health and Human Services Commission

	 	 	 	Amerigroup Texas, Inc.	 	 
	 
	 	 	 	 	 	 
	/S/ C.E. Bell, MD

	 	 	 	/S/ Aileen McCormick	 	 
	 

Charles E. Bell, M.D.

	 	 
	 	 

By: Aileen McCormick
	 	 
	Deputy Executive Commissioner for Health Services

	 	 	 	Title: President and CEO	 	 
	Date: 8/29/08

	 	 	 	Date: 8/5/08	 	 







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