hhpillinoisamend3.htm


    Exhibit 10.1

    Back to Form 8-K

    

 

    
      STATE
OF ILLINOIS

    

    
      DEPARTMENT
OF HEALTHCARE AND FAMILY SERVICES

    

    
      


      AMENDMENT
NO. 3 TO THE 

      CONTRACT
FOR FURNISHING HEALTH SERVICES

    

    
      BY
A 

      MANAGED
CARE ORGANIZATION

    

    
      2007-24-005-KA3

    

    
      


       

      WHEREAS, the parties to the
Contract for Furnishing Health Services by a Managed Care Organization
("CONTRACT"), the Illinois
Department of Healthcare and Family Services, 201 South Grand Avenue
East, Springfield, Illinois 62763-0001 ("Department"), acting by and through its
Director, and Harmony Health
Plan of Illinois, Inc., 200 West Adams Street, Suite 800, Chicago, II
60606 ("Contractor"), desire to amend the CONTRACT; and

    

    
       

      WHEREAS, pursuant to Article
9, Section 9.9(a) of the Contract, the Contract may be modified or amended by
the mutual consent of the parties; and

    

    
       

      WHEREAS, the Department's
actuary has certified that the Contract and rates resulting from this amendment
are actuarially sound;

    

    
       

      NOW THEREFORE, the parties
agree to amend the contract as follows:

    

    
       

      
        	
                1.

              	
                Article
      I, DEFINITIONS, of the contract is amended to add the first definition and
      amend the second definition as
follows:

              


      

    

    
       

      
        	
                 
      

              	
                Illinois
      Client Enrollment Broker (ICEB) means the entity
      contracted by the Department to administer the day-to-day operations of
      the Illinois Client Enrollment Broker for clients living in the
      Contractor's contracting area. The day-to-day operations include
      conducting client enrollment activities such as mailing choice education
      and enrollment materials, ensuring impartial education between the clients
      health plan choices, assisting with selection of a "best-fit" health plan
      and PCP in an unbiased manner and processing requests to change health
      plans.

              


      

    

    
       

      Potential
Enrollee means a Participant,
except one who:

    

    
       

      
        	
                 
      

              	
                •

              	
                is
      receiving Medical Assistance under Aid to the Aged, Blind and Disabled; as
      provided by Title XIX of the Social Security Act (42 U.S.C. § 1383c) and
      305 ILCS 5/3-1 et seq.;

              


      

    

    
       

      
        	
                 
      

              	
                •

              	
                is
      under age 21 and receiving Supplemental Security
  Income;

              


      

    

    
       

      
        	
                 
      

              	
                •

              	
                is
      eligible only through the Refugee Assistance programs under Title XIX of
      the Social Security Act (42 U.S.C. 1396 et
  seq.);

              


      

    

    
       

      1

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
            	
              •

            	
              
                is
      age 19 or older and eligible only through the State Family and Children
      Assistance or Transitional Assistance Programs (305 ILCS
      5/6-11);

                 

              

            


    

    
      	
            	
              •

            	
              
                is
      receiving services from the Department of Children and Family
      Services;

                 

              

            


    

    
      
        	
              	
                •

              	
                
                  is
      residing in a long term care facility including State of Illinois operated
      facilities or is residing in a Supported Living Facility;

                   

                

              


      

      
        	
              	
                •

              	
                
                  has
      Medicare coverage under Title XVIII of the Social Security Act (42 U.S.C.
      1395 et seq.);

                   

                

              


      

    

    
      	
            	
              •

            	
              
                has
      significant medical coverage through a third party;

                 

              

            


      
        	
              	
                •

              	
                
                  is
      eligible only through the Medicaid Presumptive Eligibility for Pregnant
      Women program under Title XIX of the Social Security Act (42 U.S.C.
      1396r-l) or through the Children's Presumptive Eligibility
      program;

                   

                

              


      

      
        
          	
                	
                  •

                	
                  
                    is
      eligible for Medical Assistance only through meeting a spend-down
      obligation;

                     

                  

                


        

        
        

        
          	
                	
                  •

                	
                  
                    is
      eligible only through the Illinois Healthy Women program;

                     

                  

                


          
            	
                  	
                    •

                  	
                    
                      is
      eligible only through the Illinois Cares Rx program;

                       

                    

                  


          

          
            
              	
                    	
                      •

                    	
                      
                        is
      eligible only through the All Kids Rebate program;

                         

                      

                    


            

            
              	
                    	
                      •

                    	
                      
                        is
      receiving services under a Section 1915(c) Home and Community-Based
      Waiver;

                         

                      

                    


            

            
              	
                    	
                      •

                    	
                      
                        is
      registered with the Department as an American Indian or Alaska
      Native;

                         

                      

                    


              
                	
                      	
                        •

                      	
                        
                          is
      a non-citizen receiving only emergency Medical Assistance;

                           

                        

                      


              

              
                
                  	
                        	
                          •

                        	
                          
                            is
      identified with an "R" in the eighth position of a Case identification
      number;

                             

                          

                        


                

                
                  	
                        	
                          •

                        	
                          
                            is
      a child receiving services through the Children's Mental Health Screening,
      Assessment and Support Services (SASS) Program;

                             

                          

                        


                

                
                  	
                        	
                          •

                        	
                          
                            is
      eligible only through the Health Benefit for Persons with Breast or
      Cervical Cancer Program;

                             

                          

                        


                  
                    	
                          	
                            •

                          	
                            
                              is
      receiving services through the Hospice Program;

                               

                            

                          


                  

                  
                    
                      	
                            	
                              •

                            	
                              
                                is
      receiving services through the All-inclusive Care for the Elderly (PACE)
      Program;

                                 

                              

                            


                    

                    
                      	
                            	
                              •

                            	
                              
                                is
      receiving services through the Asylee or Torture Victim
      Program;

                                 

                              

                            


                    

                    
                      	
                            	
                              •

                            	
                              
                                is
      eligible only through the General/Transitional Adult
      Program;

                              

                            


                       

                      
                        
                        

                        
                        

                      

                    

                  

                

              

            

          

        

      

    

    
      2

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
            	
              •

            	
              
                
                  is
      eligible only through the Department of Corrections' Inmate
      Program;

                

                 

              

            


      
        	
              	
                •

              	
                
                  
                    is
      eligible only through the Veterans Care Program; or

                  

                   

                

              


      

      
        	
              	
                •

              	
                
                  
                    is
      a child under age 21 who is receiving services through the Division of
      Specialized Care for Children (DSCC) of the University of Illinois at
      Chicago.

                  

                

              


         

      

    

    
      2.          
  Article III, Section 3.3 (a) of the contract is amended to read as
follows:

    

    
       

             
3.3                           Enrollment
Limits

    

    
       

                  a)    
The Department will limit the number of Enrollees enrolled with the Contractor
by Contracting Area to a level that will not exceed its physical and
professional capacity. In its determination of capacity, the Department will
only consider Providers that are approved by the Department. When the capacity
is reached, no further enrollments will be accepted by the
Department unless termination or disenrollment of Enrollees create room for
additions. The capacity limits for the Contractor are specified in Attachment
I.

    

    
       

      3.         
  Article IV, Section 4.1(a)&(b) of the contract is replaced as
follows:

    

    
       

             
4.1                           Enrollment
Process

    

    
       

                  (a)   The
Department, acting through its agent, the ICEB, shall be responsible for
enrollment of Participants. The Participant may enroll in the Contractor's plan
by completing the pre-populated ICEB Client Enrollment Form that is mailed in an
initial enrollment packet or upon request of a Participant, online through the
ICEB website, or by calling the ICEB Client Helpline. The Contractor's Marketing
personnel can assist the Participant to enroll in the Contractor's Plan through
any of the following methods:

    

    
       

      
        	
                 

              	 (1)	
                Pre-populated
      ICEB Client Enrollment Forms. The Contractor's Marketing personnel may
      assist a Participant in completing his or her pre-populated ICEB Client
      Enrollment Form. If Marketing personnel of the Contractor assists a
      Participant in completing the pre-populated Client Enrollment Form, he or
      she must ensure that the Participant identifies in the space provided on
      the enrollment form that the Participant has received assistance, and
      provide the name, title and ID (if applicable) of the Marketing personnel
      assisting the Participant in completing the form.

              
	 	 	 
	 	(2)	
                ICEB
      Online Enrollment via the ICEB Website. Marketing personnel of the
      Contractor may assist a Participant to enroll on the ICEB website if the
      Participant is present (in person) and requests assistance. Online
      enrollment of a Participant that is on the phone or via an enrollment form
      by Marketing personnel is strictly prohibited. The Contractor's Marketing
      personnel may assist a Participant to enroll online through the following
      process:

              


      

    

    
       

      
      

    

    
      
        	
                 
      

              	
                (a)   
       Marketing personnel of the Contractor must identify if a Participant
      is eligible to pick a medical
home.

              


      

    

    
      


      3

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        	
                 

              	
                (b)

              	
                Before
      assisting a Participant to enroll online, the Marketing personnel of the
      Contractor must ensure that the Participant has received education on and
      understands all of their health care choices. Marketing personnel will
      educate the Participant by using the ICEB Information Guide and other
      materials made available or approved by the Department.

              
	 	 	 
	 	(c)	
                Marketing
      personnel of the Contractor must have the Participant complete and sign
      the "Statement of Understanding Form" when assisting a Participant to
      enroll online. By completing the Statement of Understanding, the
      Participant is confirming that he or she has requested assistance with the
      online enrollment process, were told about all of their health care
      choices, received information on all their health care choices, understand
      all of their health care choices and desires to enroll the family members
      listed with the medical home(s) they have chosen.

              
	 	 	 
	 	(d)	
                The
      Statement of Understanding Form must be kept on file by the Contractor and
      the Contractor must provide the original form to the Department upon
      request.

              
	 	 	 
	 	(e)	
                If
      Marketing personnel of the Contractor is assisting a Participant to enroll
      online, the Participant must also complete the online "Assistance
      Information Screen" by clicking on the box marked "Yes", and completing
      the requested fields.

              


      

    

    
       

    

    
      
        	
                 

              	
                (3)

              	
                Telephone
      Enrollment. Marketing personnel of the Contractor may assist a Participant
      to enroll via the telephone. The process for Marketing personnel to assist
      a Participant to enroll via the telephone is as
  follows:

              


      

    

    
       

      
        	
                 

              	(a)	
                Marketing
      personnel of the Contractor may call the ICEB Client Helpline with the
      Participant present.

              
	 	 	 
	 	(b)	
                Marketing
      personnel will provide his or her name, ED number and purpose of call. The
      ICEB will verify his or her ID number. At that point the ICEB will request
      to speak directly with the Participant. The call cannot be continued on a
      speaker phone.

              
	 	 	 
	 	(c)	
                The
      ICEB will ask the Participant if he or she has been educated on all their
      health care options. If not, the ICEB will provide education on their
      health care options.

              
	 	 	 
	 	(d)	
                If
      the Participant states he or she has been educated on their health care
      options or after the ICEB provides the education and the Participant has
      no further questions, the ICEB will request to speak to Marketing
      personnel of the Contractor and confirm the enrollment and anticipated
      effective date of enrollment.

              


      

    

    
       

    

    
      4

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

    

    
      
        	
                 

              	
                (e)

              	
                Marketing
      personnel of the Contractor must have the Participant complete and sign
      the "Statement of Understanding Form" when assisting a Participant to
      enroll via the telephone. By completing the Statement of Understanding,
      the Participant is confirming that he or she has requested assistance with
      the telephone enrollment process, was told about all of their health care
      choices, received information on all their health care choices, understand
      all of their health care choices and desires to enroll the family members
      listed with the medical home(s) they have
  chosen.

              


      

    

    
       

                (b) Only a Head of Case may
enroll another Potential Enrollee. A Head of Case may enroll all other Potential
Enrollees in his Case. An adult Potential Enrollee, who is not a Head of Case,
may enroll him or herself only.

    

    
       

      4.            
Article IV, Section 4.2 of the contract is amended to read as
follows:

    

    
       

             
4.2                           Initial Coverage

    

    
       

      
        	
                 
      

              	
                Coverage
      shall begin as designated by the Department on the first day of a calendar
      month no later than three (3) calendar months from the date the enrollment
      is accepted by the Department's database. Enrollment other than automatic
      enrollment can occur only upon the Prospective Enrollee's selection of a
      Site, the communication of that Site by the ICEB, and acceptance of that
      Site by the Department.

              


      

    

    
       

      
        	
                5.

              	
                Article
      IV, Section 4.4(a)(4) Termination of Coverage of the contract is amended
      to read as follows:

              


      

    

    
       

    

    
      
        	
                 
      

              	
                (4)
      when an Enrollee elects to terminate coverage with the Contractor, he or
      she is required to contact the ICEB. Enrollees may make another health
      care choice at any time. The Contractor shall comply with any Department
      policies then in effect to promote and allow interaction between the
      Contractor and the Enrollee seeking disenrollment prior to the
      disenrollment.

              


      

    

    
       

      6.            
Article IV, Section 4.4(g) is repealed from the contract.

    

    
       

      7.       
     Article V, Section 5.1(b) of the contract is
amended to read as follows:

    

    
       

                      5.1                    Services

    

    
      


                
                                   
(b) Enumerated Covered
Services. The Contractor shall have a sufficient number of Affiliated
Providers (including Tertiary Care hospital(s) and, where appropriate, advanced
practice nurses) in place to provide all of the following services and benefits
(which shall be specifically included as Covered Services under this Contract)
to Enrollees at all times during the term of this Contract, whenever Medically
Necessary, except to the extent services are identified as excluded services
pursuant to subsection (e) of this Section 5.1:

    

    
      5

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        	
              	
                •

              	
                
                  
                    
                      Assistive/augmentative
      communication devices;

                    

                  

                   

                

              


        
          	
                	
                  •

                	
                  
                    
                      
                        Audiology
      services, physical therapy, occupational therapy and speech
      therapy;

                      

                    

                     

                  

                


        

        
          	
                	
                  •

                	
                  
                    
                      Behavioral
      health services, including subacute alcohol and substance abuse services
      and mental health services, in accordance with subsection (c)
      hereof;

                       

                    

                  

                
	 	
                  •
 	 Blood,
      blood components and the administration thereof;
	 	
                  •
 	 Certified
      hospice services;


        

      

      
        
        

        
          	
                	
                  •

                	
                  
                    
                      
                        Chiropractic
      services;

                      

                    

                     

                  

                


        

        
          	
                	
                  •

                	
                  
                    
                      Clinic
      services (as described in 89 111. Adm. Code, Part 140.460);

                       

                    

                  

                
	 	
                  •
 	Diagnosis
      and treatment of medical conditions of the eye provided by a
      physician;
	 	
                  •
 	Durable
      and nondurable medical equipment and supplies;
	 	•	
                  Emergency
      Services;

                   

                
	 	•	
                  Family
      planning services;

                   

                
	 	•	
                  Home
      health care services;

                   

                
	 	•	
                  Inpatient
      hospital services (including dental hospitalization in case of trauma or
      when related to a medical condition or acute medical
      detoxification);

                   

                
	 	•	
                  Inpatient
      psychiatric care;

                   

                
	 	•	
                  Laboratory
      and x-ray services; *

                   

                
	 	•	
                  Medical
      procedures performed by a dentist;

                   

                
	 	•	
                  Nurse
      midwives services;

                   

                
	 	•	
                  Nursing
      facility services for the first ninety (90) days;**

                   

                
	 	•	
                  Orthotic/prosthetic
      devices, including prosthetic devices or reconstructive surgery incident
      to a mastectomy;

                   

                
	 	•	
                  Outpatient
      hospital services (excluding outpatient behavioral health
      services);

                   

                
	 	•	Physicians'
      services, including psychiatric
care;


        

      

        

    

    6

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
              	•	
                Podiatric
      services;

                 

              
	 	•	
                Pharmaceutical
      products provided by an entity other than a pharmacy;

                 

              
	 	•	EPSDT
      Services;
	 	 	 
	 	•	
                Services
      to Prevent Illness and Promote Health in accordance with subsection (d)
      hereof;

              
	 	 	 
	 	•	
                Transplants
      covered under 89 111. Adm. Code 148.82 (using transplant providers
      certified by the Department, if the procedure is performed in the State);
      and

              
	 	 	 
	 	•	Transportation
      to secure Covered Services.


         

      

    

    
      
      

    

    
      * The
drawing of blood for lead screening shall take place within the Contractor's
Affiliated facilities or elsewhere at the Contractor's expense. All laboratory
tests for children being screened for lead must be sent for analysis to the
Illinois Department of Public Health's laboratory.

    

    
       

      **
Contractors will be responsible for covering up to a maximum of ninety (90) days
nursing facility care (or equivalent care provided at home because a skilled
nursing facility is not available) annually per Enrollee. Periods in excess of
ninety (90) days annually will be paid by the Department according to its
prevailing reimbursement system.

    

    
       

      8.          
  Article V, Section 5.1(e) of the contract is amended to read as
follows:

    

    
       

       

             
5.1                           
Services

    

    
      


       

                                      
(e) Exclusions from
Covered Services. In addition to those services and benefits excluded
from Covered Services by 89 111. Adm. Code, Part 140, as amended from time to
time, the following services and benefits shall NOT be included as Covered
Services:

    

    
      


                                                                (1)           Dental
services;

    

    
                                                               


                                                               
(2)           Pharmacy
services provided by a pharmacy;

    

    
                                                          

                                                         
      (3)           All
services provided by an Optometrist;

    

    
       

                                        
  
(4)           Mental
health clinic services as provided through a community behavioral health
provider as identified in 89 111. Adm. Code 140.452 and 

                         
 140.454 and further defined in 59 111. Adm. Code, Part 132 "Medicaid
Community Mental Health Services Program."

    

    
      
      

                                           
(5)           Subacute
alcoholism and substance abuse treatment services as provided through a
community behavioral health provider as identified in 89

                     
     111. Adm. Code 148.340(a) and further defined in 77
111. Adm. Code 2090.

    

    
       

      7

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
                                               
(6)           Routine
examinations to determine visual acuity and the refractive state of the eye,
eyeglasses, other devices to correct vision, and any

                             
 associated supplies and equipment. The Contractor shall refer Enrollees
needing such services to Providers participating in the HFS Medical Programs who
are 

                              
able to provide such services, or to a central referral entity that maintains a
list of such Providers.

    

    
      


                                                         
     
(7)           Nursing
facility services, or equivalent care provided at home because a skilled nursing
facility is unavailable, beginning on the ninety-first 

                              
(91st) day of service in a calendar year;

    

    
       

                                          
    
(8)           Services
provided in an Intermediate Care Facility for the Mentally
Retarded/Developmentally Disabled and services provided in a
nursing

                             
 facility to mentally retarded or developmentally disabled
Participants;

    

    
       

                                                (9)           Early
intervention services, including case management, provided pursuant to the Early
Intervention Services System Act (325 ILCS 20 

                              
et seq.):

    

    
       

                                        
      
(10)         Services provided
through school-based clinics as such clinics are defined by the
Department;

    

    
      


                                                               
(11)         Services provided
through local education agencies that are enrolled with the Department under an
approved individual education plan (IEP);

    

    
       

                                               
(12)         Services provided
under Section 1915(c) home and community-based waivers;

    

    
       

                                               
(13)         Services funded
through the Juvenile Rehabilitation Services Medicaid Matching
Fund;

    

    
      
                                                         
(14)         Services that are
experimental and/or investigational in nature;

    

    
       

                                         
     
(15)         Services provided by a
non-Affiliated Provider and not authorized by the Contractor, unless this
Contract specifically requires that such

                               services
be covered;

    

    
       

                                               
(16)         Services that are
provided without first obtaining a required referral or prior authorization as
set forth in the Enrollee handbook;

    

    
      


                                                               
(17)         Medical and/or
surgical services provided solely for cosmetic purposes; and

    

    
      


                                                               
(18)         Diagnostic and/or
therapeutic procedures related to infertility/sterility.

    

    
      


      9.            
Article V, Section 5.3(g) is repealed from the contract.

    

    
      


       

      10.           Article
V, Section 5.3(i)(2) of the contract is amended to read as
follows:

    

    
      


       

                                                               
(2)          must hold a valid
license or certification as issued by the State of Illinois, Department of
Financial and Professional Regulation, Division of  

                                              
Insurance, a copy of which must be submitted to the Department prior to any
Marketing personnel's engaging in Marketing activities
hereunder;

    

    
      


       

      8

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

    

    
      11.           Article
V, Section 5.4(h) is repealed from the contract.

    

    
       

      12.           Article
V, Section 5.11(a)(5)(A) of the contract is amended to read as
follows:

    

    
       

                     
5.11(a)(5)           
   Provider
Network

    

    
       

              
(A)   PCP and Affiliated Specialists File. The Contractor shall submit
to the Department or its designee, in a format and medium designated by
the     
Department,an
electronic file of the Contractor's PCPs as detailed in Section
5.10(f).

    

    
       

      13.           Article
V, Sections 5.11(6)(G) and (I) of the contract are amended as 5.11(6)(G) and
5.11(6)(I)
is repealed from the contract:

    

    
       

                         
                            
G.     Case Management
Enrollees. The Contractor shall submit an electronic report of all
Enrollees, including CSHCN Enrollees, who are case managed by  


                     
the Contractor
on a monthly basis.

    

    
      


      14.           Article
V, Section 5.26 of the contract is amended to read as
follows:

    

    
      


                     
5.26                       
 Misrepresentation
Procedures


    

    
      If the
Contractor receives a warm transfer call from the ICEB with the Enrollee on the
phone alleging the Contractor's Marketing representatives made a
Misrepresentation, the Contractor shall conduct a retention interview with the
enrollee at the time the allegation is made. If during the retention interview,
the Enrollee requests disenrollment from the Contractor, the Contractor shall
warm transfer the client back to the ICEB for education and help choosing
another health plan and PCP. The Contractor will report the Misrepresentation to
the Department in accordance with 5.11(a)(4)(B).

    

    
      


      15.           Article
VII, Section 7.8(b) of the contract is amended to read as
follows:

    

    
      


                                                      
(b)   The HEDIS measures used to determine the quality performance
payments are:

    

    
      


      •      
  Childhood Immunization Status - Combo 3;

       

      •     
   Well-Child Visits in the First 15 Months of Life - 6 or more
Visits;

       

      •      
  Well-Child Visits in the Third, Fourth, Fifth and Sixth Years of
Life;

       

    

    
      
        •       
Breast Cancer Screening - Women 42-69 years, reported by two age
stratifications: 42-51 years, 52-69 years and Total;

         

        •         Cervical Cancer
Screening;

         

      

    

    
      9

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      •       
Timeliness of Prenatal Care;

       

      •        Use of
Appropriate Medications for People with Asthma - Ages Combined;
and

    

    
       

      
      

    

    
      •       
 Comprehensive Diabetes Care - HbAl C Testing.

    

    
       

                              
The Department may, in its sole discretion, revise the quality performance
payment measures. The Department will notify the Contractor of 


      
        	 	 such revision
      at least two (2) months prior to the begining of the calendar year on
      which the measurement will be based.  Any measures used will be a
      subset of those listed 
	 	 in Exhibit A,
      paragraph 13.
	 	 


      

       

    

    
      
        	
                16.

              	
                Article
      VII, Section 7.13 of the contract is amended to read as follows:
      

              	
                 

              
	 	 	 
	 	 7.13                  
             Medical Loss Ratio
      Guarantee	 


      

    

    
       

                                     
(a)     For each calendar quarter beginning July 1,
2006 during which the Contractor was under contract to the Department, if the
Contractor's Medical Loss
Ratio (MLR) is less than 82%, the Department may recover by deduction from
future payments a percentage of the quarter's premium revenue equal to the
difference between the reported MLR and 82%.

    

    
      


                                                     
(b)    Medical Loss Ratio shall be calculated by dividing
total hospital and medical expenses incurred in Illinois by premium revenue paid
by the Department. Premium revenue for a quarter shall be the premium revenue
accrued, including Hospital Delivery Case Rate Payments. Expenses reported as
Incurred But Not Reported (IBNR) shall be subject to review by the Department
for actuarial soundness. All elements of reports used to calculate MLR are
subject to audit by the Department. Audits may be ordered by the Department
within 30 days of Departmental receipt of each quarterly report, and audits
shall encompass the total subject matter of that report.

    

    
      


                                                     
(c)     Hospital and medical expenses are the incurred costs
of providing direct care to Enrollees for Covered Services. Outreach and general
education are not included in medical expenses.

    

    
      


                                                     
(d)     At the end of the twelve quarters ending June
2009, the Department will review the Contractor's MLR for the full twelve
quarters and may recover or reconcile previous recoveries so that the Department
has recovered the percentage of the total premium revenue for the twelve
quarters equal to the difference between the cumulative MLR below 82%o and 82%.
Reconciliation shall consist of payment by the Contractor of any difference
below the annualized 82%> MLR not previously deducted, or repayment to the
Contractor of deductions over the annualized 82% MLR previously made by the
Department. A similar reconciliation may be performed in the event of the
termination of any contractual relationship between the parties. Notwithstanding
the provisions of section 7.12(b), the Department may order an audit of the
reporting for the full twelve quarters within 45 days of Departmental receipt of
a cumulative report of the twelve quarters.

    

    
       

      10

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
                                         
(e) The Contractor shall report all information necessary to effectuate this
section pursuant to NAIC guidelines in a format and on a schedule consistent
with NAIC guidelines. The Department may request additional supporting
information necessary to effectuate this section, and the Contractor shall
report this information to the Department in a timely manner.

    

    
      


      17.          Article
IX, Section 9.4 of the contract is amended to read as follows:

       

    

    
      	 
      	
              
                Contractor:

              

            	
              
                Keith
      A. Kudla

              

              
                President,
      Illinois Operations

              

              
                Harmony
      Health Plan of  Illinois, Inc.

                200
      West Adams Street

              

              
                Suite
      800

              

              
                Chicago,
      II 60606

              

              
                Facsimile:
      (312)630-2022

              

            
	 
      	
              
                 

                With
      copy to:

              

            	
               

              
                Gary
      M. Fitzgerald

              

              
                Director,
      Compliance and Regulatory Affairs

              

              
                Harmony
      Health Plan of Illinois, Inc.

              

              
                200
      West Adams Street

              

              
                Suite
      800

              

              
                Chicago,
      II 60606

              

              Facsimile:
      (312)630-2022

               

            
	 
      	
              
                Department:

              

            	
              
                Illinois
      Department of Healthcare and Family Services 

                Michelle
      Maher, Chief

              

              
                Bureau
      of Managed Care

              

              
                201
      South Grand Avenue East

              

              
                Springfield,
      Illinois 62763-0001

              

              Facsimile:
      (217) 524-7535

            


    

    
      


      18.           Article
IX, Section 9.42(b) of the contract is amended to read as
follows:

    

    
      


       

                                     
(b)    The Contractor will provide the Department with advance
notice of the Contractor's providing gifts, excluding charitable donations,
given as incentives to community-based organizations in Illinois and
Participants or All Kids Participants in Illinois to assist the Contractor in
carrying out its responsibilities under this Contract.

    

    
      


      19.   
     Article IX, Section 9.43 of the contract is
amended to read as follows:

    

    
      


       

                   
9.43            Business for Minorities,
Females and Persons with Disabilities

    

    
      


      The
Contractor certifies that it is in compliance with 30 ILCS 575 and has completed
Attachment IV.

    

    
       

      11

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      20.         Article
IX, Section 9.47, the following provision is added to the contract as
follows:

    

    
      


       

                    9.47              Rights to
Inventions

    

    
      


      The
Contractor shall provide for the rights of the Federal Government and the
recipient in the performance of experimental, developmental, or research work
for any resulting invention in accordance with 37 CFR part 401, "Rights to
Inventions Made by Nonprofit Organizations and Small Business Firms Under
Government Grants, Contracts and Cooperative Agreements," and any further
regulations issued by the Department of Health and Human
Services.

    

    
       

      21.         Article
IX, Section 9.48, the following provision is added to the contract as
follows:

    

    
      


       

                   
9.48              Equal Employment
Opportunity

    

    
      


       

      The
Contractor shall comply with E.O. 11246, "Equal Employment Opportunity," as
amended by E.O. 11375, "Amending Executive Order 11246 Relating to Equal
Employment Opportunity" and as supplemented by regulations at 41 CFR, part 60,
"Office of Federal Contract Compliance Programs, Equal Employment, Department of
Labor.

    

    
      


       

      22.         Article
IX, Section 9.49, the following provision is added to the contract as
follows:

    

    
      


       

                   
9.49              Felons

    

    
       

      If
Contractor has been convicted of a felony, at least five years have passed after
the date of completion of the sentence for such felony, unless no person held
responsible by a prosecutor's office for the facts upon which the conviction was
based continues to have any involvement with the business (30ILCS
500/50-10).

    

    
      


      23.         Article
DC, Section 9.50, the following provision is added to the contract as
follows:

       

    

    
      
      

                   
9.50              Felony under Sarbanes-Oxlev
Act of 2002

    

    
      


      If
Contractor, or any officer, director, partner, or other managerial agent of
Contractor, has been convicted of a felony under the Sarbanes-Oxley Act of 2002,
or a Class 3 or Class 2 felony under the Illinois Securities Law of 1953, at
least five years have passed since the date of the conviction. Contractor
further certifies that it is not barred from being awarded a contract and
acknowledges that the State shall declare the Contract void if this
certification is false (30 ILCS 500/50-10.5).

    

    
      


      24.          Article
IX, Section 9.51, the following provision is added to the contract as
follows:

    

    
      


                   
9.51             Environmental
Certification

    

    
       

      Contractor
certifies that it has not committed a willful or knowing violation of the
Environmental Protection Act (relating to Civil Penalties under the
Environmental Protection Act) within the last five years, and is therefore not
barred from being awarded a contract.
If the State later determines that this certification was falsely made by the
Contractor, the Contractor acknowledges that the State may declare the Contract
void (30 ILCS 500/50-14).


    

    
       

      12

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      25.         Article
IX, Section 9.52, the following provision is added to the contract as
follows:

    

    
       

                    9.52              State
Prohibition of Goods from Forced Labor Act

    

    
       

      Contractor
complies with the State Prohibition of Goods from Forced Labor Act, and
certifies that no foreign-made equipment, materials, or supplies furnished to
the State under the Contract have been or will be produced in whole or in part
by forced labor, or indentured labor under penal sanction (30 ILCS
583).

    

    
       

      26.         Article
IX, Section 9.53, the following provision is added to the contract as
follows:

    

    
       

                   
9.53              State Prohibition of Goods
from Child Labor Act

    

    
      


      Contractor
certifies that no foreign-made equipment, materials, or supplies furnished to
the State under the Contract have been produced in whole or in part by the labor
or any child under the age of 12 (30 ILCS 584).

    

    
       

      
        	
                27.

              	
                Article
      IX, Section 9.54, the following provision is added to the contract as
      follows: 

              


      

    

    
       

      9.54             Contractor
(if an individual, sole proprietor, or partner) has informed the director of the
Agency in writing if he/she was formerly employed by that agency and has
received an early retirement incentive prior to 1993 under Section 14-108.3 or
16-133.3 of the Illinois Pension Code, 40 ILCS 5/14-108.3 and 40 ILCS
5/16-133.3, and acknowledges that contracts made without the appropriate filing
with the Auditor General are not payable from the "contractual services" or
other appropriation line items. Contractor has not received an early retirement
incentive on or after 2002 under Section 14-108.3 or 16-133.3 of the Illinois
Pension Code, 40 ILCS 5/14-108.3 and 40 ILCS 5/16-133.3, and acknowledges that
contracts in violation of Section 15a of the State Finance Act are not payable
from the "contractual services" or other appropriation line items (30 ILCS
105/15a).

    

    
       

      
        	
                28.

              	
                Article
      IX, Section 9.55, the following provision is added to the contract as
      follows:

              


      

    

    
       

      9.55             Contractor
certifies (i) that it will offer to assume the collective bargaining obligations
of the prior employer, including any existing collective bargaining agreement
with the bargaining representative of any existing collective bargaining unit or
units performing substantially similar work to the services covered by the
contract subject to its bid or offer, and (ii) that it shall offer employment to
all employees currently employed in any existing bargaining unit performing
substantially similar work that will be performed under this contract (30 ILCS
500/25-80).

    

    
       

      13

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        	
                29.

              	
                Article
      IX, Section 9.56, the following provision is added to the contract as
      follows:

              


      

    

    
       

      9.56       
     Contractor has not been convicted of bribing or
attempting to bribe an officer or employee of the State of Illinois or any other
State, nor has Contractor made an admission of guilt of such conduct that is a
matter of record (30ILCS 500/50-5).

    

    
       

      
        	
                30.

              	
                Article
      IX, Section 9.57, the following provision is added to the contract as
      follows:

              


      

    

    
      


      9.57            Contractor
and its affiliates are not delinquent in the payment of any debt to the State
(or if delinquent has entered into a deferred payment plan to pay the debt), and
Contractor and its affiliates acknowledge the State may declare the Contract
void if this certification is false (30 ELCS 500/50-11) or if Contractor or an
affiliate later becomes delinquent and has not entered into a deferred payment
plan to pay off the debt (30 ILCS 500/50-60).

    

    
       

      
        	
                31.

              	
                Article
      IX, Section 9.58, the following provision is added to the contract as
      follows:

              


      

    

    
       

      9.58            Contractor
and all affiliates shall collect and remit Illinois Use Tax on all sales of
tangible personal property into the State of Illinois in accordance with
provisions of the Illinois Use Tax Act (30 ILCS 500/50-12) and acknowledges that
failure to comply can result in the Contract being declared
void.

    

    
       

      
        	
                32.

              	
                Article
      IX, Section 9.59, the following provision is added to the contract as
      follows:

              


      

    

    
       

      9.59            Contractor
has not paid any money or valuable thing to induce any person to refrain from
bidding on a State contract, nor has Contractor accepted any money or other
valuable thing, or acted upon the promise of same, for not bidding on a State
contract (30 ILCS 500/50-25).

    

    
       

      
        	
                33.

              	
                Article
      IX, Section 9.60, the following provision is added to the contract as
      follows:

              


      

    

    
      


      9.60             Contractor
is not in violation of the "Revolving Door" section of the Illinois Procurement
Code (30 ILCS 500/50-30).

    

    
       

      
        	
                34.

              	
                Article
      IX, Section 9.61, the following provision is added to the contract as
      follows:

              


      

    

    
       

      9.61               Contractor
will report to the Illinois Attorney General and the Chief Procurement Officer
any suspected collusion or other anti-competitive practice among any bidders,
offerors, contractors, proposers or employees of the State (30 ILCS 500/50-40,
50-45, 50-50).

    

    
       

      14

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

    

    
      
        	
                35.

              	
                Article
      IX, Section 9.62, the following provision is added to the contract as
      follows:

              


      

    

    
      


      9.62            In
accordance with the Steel Products Procurement Act, steel products used or
supplied in the performance of a contract for public works shall be manufactured
or produced in the United States, unless the executive head of the procuring
agency grants an exception (30 ILCS 565).

    

    
       

      
        	
                36.

              	
                Article
      IX, Section 9.63, the following provision is added to the contract as
      follows:

              


      

    

    
       

      9.63            Contractor
will, pursuant to the Drug Free Workplace Act, provide a drug free workplace and
Contractor and its employees shall not engage in the unlawful manufacture,
distribution, dispensation, possession or use of a controlled substance during
the performance of the Contract. This certification applies to contracts of
$5000 or more with individuals; and to entities with 25 or more employees (30
ILCS 580).

    

    
       

      
        	
                37.

              	
                Article
      IX, Section 9.64, the following provision is added to the contract as
      follows:

              


      

    

    
       

      9.64            Neither
Contractor nor any substantially owned affiliate is participating or shall
participate in an international boycott in violation of the U.S. Export
Administration Act of 1979 or the applicable regulations of the U.S. Department
of Commerce. This certification applies to contracts that exceed $10,000 (30
ILCS 582).

    

    
       

      
        	
                38.

              	
                Article
      IX, Section 9.65, the following provision is added to the contract as
      follows:

              


      

    

    
       

      9.65             Contractor
complies with the Illinois Department of Human Rights Act and rules applicable
to public contracts, including equal employment opportunity, refraining from
unlawful discrimination, and having written sexual harassment policies (775 ILCS
5/2-105).

    

    
       

      
        	
                39.

              	
                Article
      IX, Section 9.66, the following provision is added to the contract as
      follows:

              


      

    

    
       

      9.66             Contractor
certifies that it is not in violation of Section 50-14.5 of the Illinois
Procurement Code (30 ILCS 500/50-14.5) that states: "Owners of residential
buildings who have committed a willful or knowing violation of the Lead
Poisoning Prevention Act (410 ILCS 45) are prohibited from doing business with
the State until the violation is mitigated".

    

    
       

      15

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        	
                40.

              	
                Article
      IX, Section 9.67, the following provision is added to the contract as
      follows:

              


      

    

    
       

      9.67             Contractor
warrants and certifies that it and, to the best of its knowledge, its
subcontractors have and will comply with Executive Order No. 1 (2007). The Order
generally prohibits Contractors and subcontractors from hiring the then-serving
Governor's family members to lobby procurement activities of the State, or any
other unit of government in Illinois including local governments if that
procurement may result in a contract valued at over $25,000. This prohibition
also applies to hiring for that same purpose any former State employee who had
procurement authority at any time during the one-year period preceding the
procurement lobbying activity.

    

    
       

      
        	
                41.

              	
                Article
      IX, Section 9.68, the following provision is added to the contract as
      follows:

              


      

    

    
      


      9.68            Contractor
has disclosed if required, on forms provided by the State, and agrees it is
under a continuing obligation to disclose to the State, financial or other
interests (public or private, direct or indirect) that may be a potential
conflict of interest or which would prohibit Contractor from having or
continuing the Contract. This includes, but is not limited to conflicts under
the "Infrastructure Task Force Fee Prohibition" section of the State Finance Act
(30 ELCS 105/8.40), Article 50 of the Illinois Procurement Code (30 ILCS
500/50), or those which may conflict in any manner with the Contractor's
obligation under this Contract. Contractor shall not employ any person with a
conflict to perform under this Contract. If any elected or appointed State
officer or employee, or the spouse or minor child of same has any ownership or
financial interest in the Contractor or the Contract, Contractor certifies it
has disclosed that information to the State if required, on forms provided by
the State, and any waiver of the conflict has been issued in accordance with
applicable law and rule. A waiver is required if:

    

    
       

      a)                the
person intending to contract with the State, their spouse or child: (i) holds an
elective office in Illinois; (ii) holds a seat in the Illinois General Assembly;
(iii) is an officer or employee of the Capital Development Board or the Illinois
Toll Highway Authority; or holds an appointed position or is employed in any of
the offices or agencies of the State government and who receives compensation
for such employment in excess of 60% of the salary of the Governor (currently
$106,447.20). (The conflict of interest threshold of 60% of the Governor's
salary set forth in Section 50-13 does not apply to elective office holders,
legislators, and officers or employees of the Capital Development Board or the
Illinois Toll Highway Authority.);

    

    
       

      b)                the
contract is with a firm, partnership, association or corporation in which a
person referenced in a) above receives more than 7.5% of the total distributable
income or an amount in excess of the salary of the Governor (currently
$177,412.00;

    

    
       

      16

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        	
                 
      

              	
                c)
      the contract is with a firm, partnership, association or corporation in
      which a person referenced in b) above, together with their spouse or minor
      child, receives more than 15% in the aggregate of the total distributable
      income or an amount in excess of 2 times the salary of the Governor
      (currently $354,824.00) from the firm, partnership, association or
      corporation.

              


      

    

    
       

      
        	
                42.

              	
                Attachment
      I shall be deleted and replaced by the attached Third Amended Attachment
      1. Each reference to
      Attachment I in the Contract shall be replaced with a reference to the
      Third Amended Attachment
1.

              


      

    

    
       

      43.  
      Attachment IV Business Enterprise Program
Contracting Goal is deleted and replaced with the
attached Attachment IV.

    

    
       

      
        	
                44.

              	
                Exhibit
      A, Quality Assurance,
      Page A-12 Year 2, Effectiveness of Care: Adolescent Immunization
      Status HEDIS, has been revised as follows: Year 2, Effectiveness of Care:
      Adolescent Immunization Status HEDIS
Like.

              


      

    

    
       

      
        	
                45.

              	
                Exhibit
      C, Summary of Required
      Reports and Submissions, Under Quality Assurance, Medical, the
      Behavioral Health report is deleted and the second Case Management
      Enrollees report is deleted.

              


      

    

    
       

      
        	
                46.

              	
                Attachment
      1A is added to the contract to add Kane County as a contracted area,
      effective January 1,2009.

              


      

    

    
       

      All other
terms and conditions of the CONTRACT shall remain in full force and
effect.

    

    
       

      IN WITNESS WHEREOF, the
parties have hereunto caused this agreement to amend the CONTRACT to be executed
by their duly authorized representatives, effective August 1,2008.

       

    

    
      	
              DEPARTMENT OF HEALTHCARE

              &
      FAMILY SERVICES

               

            	
              CONTRACTOR

            
	
              By: /s/
      Barry S.
      Maram                 
      

                    Barry
      S. Maram

               

            	
              By: /s/
      Heath
      Schiesser                                     
      

               

              Printed
      Name: Heath
      Schiesser                        

            
	
               

              Title:
      Director                                
      

               

            	
               

              Title:
      President and
      CEO                                    

            
	
              Date: 1-8-09                                   
      

            	
              Date:
      12-18-08                                                      
      

               

            
	 
      	
              Fein:
      36-4050495                                                   

            


    

    
       

      17

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      Third
Amended Attachment 1

    

    
      RATE
SHEETS EFFECTIVE 8/1/08

    

    
      


    

    
      	
              (a)

            	
              Contractor
      Name:

            	
              Harmony
      Health Plan of Illinois, Inc.

            
	
               

            	
              Address:

            	
              
                200
      West Adams Street, Suite 800

              

              Chicago,
      IL 60606-5520

            
	
               

              (b)

            	
              
                 

                Contracting
      Area(s) Covered by the Contractor and Enrollment
    Limit:

              

            


    

     

    
      	
              
                Contracting
      Area

              

            	
              
                Enrollment
      Limit

              

            
	
              
                Region
      III - Jackson, Madison, Perry,

              

              
                Randolph,
      St. Clair, Washington and

              

              
                Williamson
      Counties

              

            	
              
                50,000

              

            
	
              
                Region
      IV - Cook County

              

            	
              
                200,000

              

            
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    
       

      (c)           Total Enrollment Limit for all
Contracting Areas:    250,000

    

    
       

      (d)           Standard
Capitation Rates for Enrollees, effective August 1, 2008 through July 31,
2009:*

    

     

    
      	
              
                Age/Gender

              

              
                Mo
      = month

              

              
                Yr = year

              

            	
              
                Region
      I

              

              
                (N.W.

              

              
                Illinois)

              

              
                PMPM

              

            	
              
                Region
      II (Central Illinois) PMPM

              

            	
              
                Region
      III

              

              
                (Southern

              

              
                Illinois)

              

              
                PMPM

              

            	
              
                Region
      IV

              

              
                (Cook

              

              
                County)

              

              
                PMPM

              

            	
              
                Region
      V (Collar

              

              
                Counties)
      PMPM

              

            
	
              
                0-3Mo

              

            	
              
                $1,226.22

              

            	
              
                $992.47

              

            	
              
                $1,154.92

              

            	
              
                $1,355.78

              

            	
              
                $984.08

              

            
	
              
                4Mo-lYr

              

            	
              
                129.15

              

            	
              
                132.04

              

            	
              
                156.86

              

            	
              
                147.69

              

            	
              
                139.54

              

            
	
              
                2Yr-5Yr

              

            	
              
                50.09

              

            	
              
                54.05

              

            	
              
                62.70

              

            	
              
                57.13

              

            	
              
                48.27

              

            
	
              
                6Yr-13Yr

              

            	
              
                42.51

              

            	
              
                48.85

              

            	
              
                53.35

              

            	
              
                42.26

              

            	
              
                39.22

              

            
	
              
                14Yr-20Yr,
      Male

              

            	
              
                73.08

              

            	
              
                80.33

              

            	
              
                77.10

              

            	
              
                62.87

              

            	
              
                80.16

              

            
	
              
                14Yr-20Y,
      Female

              

            	
              
                114.68

              

            	
              
                114.80

              

            	
              
                131.46

              

            	
              
                97.60

              

            	
              
                96.17

              

            
	
              
                21Yr-44Yr,
      Male

              

            	
              
                118.12

              

            	
              
                140.20

              

            	
              
                128.69

              

            	
              
                132.50

              

            	
              
                172.80

              

            
	
              
                21Yr-44Yr,
      Female

              

            	
              
                162.97

              

            	
              
                162.11

              

            	
              
                172.88

              

            	
              
                154.83

              

            	
              
                156.93

              

            
	
              
                45Yr+
      Male and Female

              

            	
              
                $234.63

              

            	
              
                $262.35

              

            	
              
                $269.66

              

            	
              
                $244.58

              

            	
              
                $263.89

              

            


    

    
      *
Capitation rates listed are 100% of actuarially certified rates, but only 99%
will be paid in year three of the Contract in accordance with Section
7.8.

    

    
       

      (e)          Hospital
Delivery Case Rate, effective August 1, 2008 through July 31,
2009:

    

     

    
      	
              
                Hospital
      Delivery Case 

                Rate

              

              
                (per
      delivery)

              

            	
              
                $3,588.79

              

            	
              
                $3,493.61

              

            	
              
                $3,675.70

              

            	
              
                $4,148.16

              

            	
              
                $3,789.80

              

            


    

    
      


      18

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      Attachment
IV

    

    
       

      UTILIZATION
PLAN AND LETTER(S) OF INTENT BETWEEN VENDOR AND BEP CERTIFIED
VENDOR(S)

    

    
       

      This section serves as a placeholder
for Vendor's Utilization Plan and Letter(s) of Intent (LOIs) completed that need
to be included in the Contract.

    

    
       

       

      Minority,
Female, Persons with Disability Status and Subcontracting

    

    
       

      The Agency takes all necessary and
reasonable steps to ensure nondiscrimination in matters relating to the
solicitation and award of contracts. In addition, this section of the
solicitation implements the policy and the requirements of the Business
Enterprise for Minorities, Females, and Persons with Disabilities Act, 30 ILCS
575.

    

    
       

      VENDOR
ASSURANCE. The
Vendor makes the following assurance and agrees to include the assurance in each
subcontract that the Vendor signs with a subcontractor or
supplier:

    

    
       

      The Vendor shall not discriminate on
the basis of race, color, national origin, sexual orientation or sex in the
performance of this contract. Failure by the Vendor to carry out these
requirements is a material breach of this contract, which may result in the
termination of this contract or such other remedy, as the Agency deems
appropriate.

    

    
       

      CONTRACT
GOAL TO BE ACHIEVED BY THE VENDOR. This contract includes a
specific Business Enterprise Program (BEP) utilization goal of 1.2 % based on
the availability of certified vendors to perform the anticipated direct
subcontracting opportunities of this contract. In addition to the other award
criteria established for this contract, the Agency will award this contract to a
Vendor that meets the goal or makes good faith efforts to meet the
goal.

    

    
       

      CERTIFIED
VENDOR LOCATOR REFERENCES. Vendors may consult CMS' BEP Certified Vendor Directory at
www.sell2.illinois.gov/bep/Small and
Diverse Businesses.htm. as
well as the directories of other certifying agencies. Subcontracting vendors
must be certified by CMS as BEP vendors before the time of contract
award.

    

    
       

      BIDDING
PROCEDURES.
Compliance with this Attachment is required prior to the award of the
contract and the failure of the Vendor to comply will render the bid/proposal
non-responsive.

    

    
       

      The
following subsections are guidelines for the Vendor's response to Attachment E
and Attachment F (the Utilization Plan). A format for the Utilization Plan is
included as the last two pages of this Attachment. Vendor should include any
additional information that will add clarity to the Vendor's proposed
utilization of certified vendors to meet the targeted goal. The Utilization Plan must be
submitted in a separate, sealed envelope or container within the Offer
Container.

    

    
       

      19

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        	
                a)

              	
                The
      bid/proposal as initially submitted must contain an acknowledgement of
      this Attachment and a verification that the Utilization Plan has been
      provided at the time of proposal submission. Failure to submit a
      Utilization Plan shall render the bid
  non-responsive.

              


      

    

    
       

      
        	
                b)

              	
                The
      Utilization Plan must demonstrate that the Vendor has either met the
      contract goal or that it has made good faith efforts to do
    so.

              


      

    

    
       

      
        	
                c)

              	
                The
      Utilization Plan must provide the name and contact information of the
      Vendor's official responsible for compliance with this
      Attachment.

              


      

    

    
       

      
        	
                d)

              	
                 

              	
                The
      Utilization Plan shall include, for each certified vendor proposed for the
      performance of work to achieve the contract goal, the
      following:

              


      

    

    
       

      
        	
                 
      

              	
                (1)

              	
                The
      name and address of each certified vendor to be
  used;

              


      

    

    
       

      
        	
                 
      

              	
                (2)

              	
                The
      name of the agency/organization that has certified the vendor as
      disadvantaged, minority or woman business enterprise (i.e., CMS Business
      Enterprise Program, Women's Business Development Center, etc.). At the
      time of proposal submission, the Certified Vendor may not yet be certified
      with CMS Business Enterprise Program; however, the Certified Vendor
      must meet the eligibility requirements and be fully certified in the BEP
      Program before contract award. (The criteria for eligibility: The
      business is at least 51% owned and controlled by a minority, woman, or
      person with disability, the owner is a U.S. citizen or resident alien, and
      the annual gross sales and receipts of the business are under $27
      million.)

              


      

    

    
       

      
        	
                 
      

              	
                (3)

              	
                A
      detailed description of the commercially useful work to be done by each
      certified vendor;

              


      

    

    
       

      
        	
                 
      

              	
                (4)

              	
                The
      price to be paid to each certified vendor for the identified work
      specifying the quantity, unit price and total subcontract
      price;

              


      

    

    
       

      
        	
                 
      

              	
                (5)

              	
                A
      letter of intent (Attachment F) between the Vendor and the certified
      vendor(s) detailing the work to be performed by the certified vendor and
      the agreed upon rates or prices, conforming to the Utilization
      Plan;

              


      

    

    
       

      
        	
                 
      

              	
                (6)

              	
                If
      applicable, an executed Joint Venture agreement specifying the terms and
      conditions of the relationship between the partners and their relationship
      and responsibilities to the contract. The joint venture agreement must
      clearly evidence that the certified vendor will be responsible for a
      clearly defined portion of the work and that its responsibilities, risks,
      profits and contributions of capital and personnel are proportionate to
      its ownership percentage. It must include specific details related to the
      parties' contributions of capital, personnel and equipment and share of
      the costs of insurance and other items; the scopes to be performed by the
      certified vendor's own forces and under its supervision; and the
      commitment of management, supervisory personnel and operative personnel
      employed by the certified vendor to be dedicated to the performance of the
      contract. Each joint venture partner must execute the proposal to the
      Agency.

              


      

    

    
       

      20

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

    

    
      
        	
                e)

              	
                An
      agreement between a Vendor and a certified vendor in which the certified
      vendor promises not to provide subcontracting quotations to other vendors
      is prohibited.

              


      

    

    
       

      
        	
                f)

              	
                The
      Agency may request additional information to demonstrate compliance. The
      Vendor agrees to cooperate promptly with the Agency in submitting to
      interviews, allowing entry to places of business, providing further
      documentation, or soliciting the cooperation of a proposed certified
      vendor. Failure to cooperate may render the proposal
      non-responsive.

              


      

    

    
       

      
        	
                g)

              	
                The
      goal is also applicable to change orders and allowances within the scope
      of work provided by the certified
vendor.

              


      

    

    
       

      h)         
  The contract will not be finally awarded until the Vendor's
Utilization Plan is approved.

    

    
       

      CALCULATING
CERTIFIED VENDOR PARTICIPATION. The Utilization Plan
documents work anticipated to be performed by all certified vendors and paid for
upon satisfactory completion. The selected Vendor is only able to count toward
the contract goal the value of payments made for the work actually performed by
certified BEP vendors. Credit during contract performance will be given for
payments to CMS certified BEP vendors. Counting guidelines are summarized
below:

    

    
       

      
        	
                a)

              	
                The
      value of the work actually performed by the certified vendor's forces
      shall be counted towards the goal. The entire amount of that portion of
      the contract that is performed by the certified vendor's forces, including
      supplies purchased or equipment leased by the BEP vendor shall be counted,
      except supplies purchased and equipment rented from the
      Vendor.

              


      

    

    
       

      
        	
                b)

              	
                A
      joint venture shall count the portion of the total dollar value of the
      contract equal to the distinct, clearly defined portion of the work of the
      contract that the certified vendor performs with its forces toward the
      goal. A joint venture shall also count the dollar value of work
      subcontracted to other certified vendors. Work performed by the forces of
      a non-certified joint venture partner shall not be counted toward the
      goal.

              
	 	 
	c)	When
      a certified vendor subcontracts part of the work of its contract to
      another firm, the value of the subcontracted work shall be counted toward
      the contract goal only if the certified vendor's subcontractor is a
      certified vendor. Work that a certified vendor subcontracts to a
      non-certified vendor will not count towards the
goal.


      

    

    
       

    

    
      
        	
                d)

              	
                A
      Vendor shall count towards the goal 100% of its expenditures for materials
      and supplies required under the contract and obtained from a certified
      vendor manufacturer, regular dealer or
supplier.

              


      

    

    
       

      21

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                e)

              	
                A
      Vendor shall count towards the goal the following expenditures to
      certified vendors that are not manufacturers, regular dealers or
      suppliers:

              


      

    

    
      


       

      
        	
                 
      

              	
                (1)

              	
                The
      fees or commissions charged for providing a bona fide service, such as
      professional, technical, consultant or managerial services and assistance
      in the procurement of essential personnel, facilities, equipment,
      materials or supplies required for performance of the contract, provided
      that the fee or commission is determined by the Agency to be reasonable
      and not excessive as compared with fees customarily allowed for similar
      services.

              


      

    

    
      


       

      
        	
                 
      

              	
                (2)

              	
                The
      fees charged for delivery of materials and supplies required by the
      contract (but not the cost of the materials and supplies themselves) when
      the hauler, trucker, or delivery service is not also the manufacturer of
      or a regular dealer in the materials and supplies, provided that the fee
      is determined by the Agency to be reasonable and not excessive as compared
      with fees customarily allowed for similar services. The certified vendor
      trucking firm must be responsible for the management and supervision of
      the entire trucking operation for which it is responsible on the contract,
      and must itself own and operate at least one fully licensed, insured and
      operational truck used on the
contract.

              


      

    

    
       

      
        	
                 
      

              	
                (3)

              	
                The
      fees or commissions charged for providing any bonds or insurance
      specifically required for the performance of the contract, provided that
      the fee or commission is determined by the Agency to be reasonable and not
      excessive as compared with fees customarily allowed for similar
      services.

              


      

    

    
      


    

    
      
        	
                f)

              	
                
                  A
      Vendor shall count towards the goal only expenditures to firms that
      perform a commercially
      useful function in the work of the contract.

                

              	
                 

              


      

    

    
      
      

    

    
       

      
        	
                 
      

              	
                (1)

              	
                A
      firm is considered to perform a commercially useful function when it is
      responsible for execution of a distinct element of the work of a contract
      and carries out its responsibilities by actually performing, managing, and
      supervising the work involved. The certified vendor must also be
      responsible, with respect to materials or supplies used on the contract,
      for negotiating price, determining quality and quantity, ordering the
      materials or supplies, and installing the materials (where applicable) and
      paying for the material or supplies. To determine whether a firm is
      performing a commercially useful function, the Agency shall evaluate the
      amount of work subcontracted, whether the amount the firm is to be paid
      under the contract is commensurate with the work it is actually performing
      and the credit claimed for its performance of the work, industry
      practices, and other relevant
factors.

              


      

    

    
       

      
        	
                 
      

              	
                (2)

              	
                A
      certified vendor does not perform a commercially useful function if its
      role is limited to that of an extra participant in a transaction or
      contract through which funds are passed in order to obtain certified
      vendor participation. In determining whether a certified vendor is such an
      extra participant, the Agency shall examine similar
      transactions,  particularly
      those  in  which  certified
      vendors  do  not participate, and industry
      practices.

              


      

    

    
       

      22

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

    

    
      
        	
                g)

              	
                A
      Vendor shall not count towards the goal expenditures that are not direct,
      necessary and proximately related to the work of the contract. Only the
      amount of sendees or goods that are directly attributable to the
      performance of the contract shall be counted. Ineligible expenditures
      include general office overhead or other Vendor support
      activities.

              


      

    

    
       

      GOOD
FAITH EFFORT PROCEDURES.
If the Vendor cannot meet the goal, the Vendor must document in the
Utilization Plan its good faith efforts that could reasonably have been expected
to meet the goal The Agency will consider the quality, quantity, and intensity
of the Vendor's efforts.

    

    
      


       

      
        	
                a)

              	
                The
      following is a list of types of action that the Agency will consider as
      evidence of the Vendor's good faith efforts to meet the goal. Other
      factors or efforts brought to the attention of the Agency may be relevant
      in appropriate cases.

              


      

    

    
      


       

      
        	
                 
      

              	
                (1)

              	
                Soliciting
      through all reasonable and available means (e.g., attendance at pre-bid
      meetings, advertising and/or written notices) the interest of all
      certified vendors that have the capability to perform the work of the
      contract. The Vendor must solicit this interest within sufficient time to
      allow the certified vendors to respond to the solicitation. The Vendor
      must determine with certainty if the certified vendors are interested by
      taking appropriate steps to follow up initial solicitations and encourage
      them to bid.

              


      

    

    
      


       

      
        	
                 
      

              	
                (2)

              	
                Selecting
      portions of the work to be performed by certified vendors in order to
      increase the likelihood that the goal will be achieved. This includes,
      where appropriate, breaking out contract work items into economically
      feasible units to facilitate certified vendor participation, even when the
      Vendor might otherwise prefer to perform these work items with its own
      forces.

              


      

    

    
      


       

      
        	
                 
      

              	
                (3)

              	
                Providing
      interested certified vendors with adequate information about the plans,
      specifications, and requirements of the contract in a timely manner to
      assist them in responding promptly to the
  solicitation.

              


      

    

    
      


       

      
        	
                 
      

              	
                (4)

              	
                Making
      a portion of the work available to certified vendors and selecting those
      portions of the work or material needs consistent with their availability,
      so as to facilitate certified vendor
  participation.

              


      

    

    
      


    

    
      
        	
                 
      

              	
                (5)

              	
                a.

              	
                Negotiating
      in good faith with interested certified vendors.   Evidence
      of such
      negotiation includes the names, addresses, and telephone numbers of
      certified vendors that were considered; a description of the information
      provided regarding the plans and specifications for the work selected for
      subcontracting and evidence as to why additional agreements could not be
      reached for certified vendors to perform the
  work.

              


      

    

    
      
      

    

    
       

      23

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                   
      

                	
                   

                	
                  b.    

                	
                  
                    A
      Vendor using good business judgment will consider a number of factors in
      negotiating with certified vendors and will take a firm's price and
      capabilities into consideration. However, the fact that there may be some
      additional costs involved in finding and using certified vendors is not in
      itself sufficient reason for a Vendor's failure to meet the goal, as long
      as such costs are reasonable. Also, the ability or desire of a Vendor to
      perform the work of a contract with its own organization does not relieve
      the Vendor of the responsibility to make good faith
      efforts. Vendors are not, however, required to accept higher quotes from
      certified vendors if the price difference is excessive or
      unreasonable.

                  

                


        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                (6)

              	
                Thoroughly
      investigating the capabilities of certified vendors and not rejecting them
      as unqualified without sound reasons. The certified vendor's memberships
      in specific groups, organizations, or associations and political or social
      affiliations are not legitimate causes for the rejection or
      non-solicitation of bids in the Vendor's efforts to meet the
      goal.

              


      

    

    
       

      
        	
                 
      

              	
                (7)

              	
                Making
      efforts to assist interested certified vendors in obtaining lines of
      credit or insurance as required by the Agency, the Vendor or to perform
      the scope of work.

              


      

    

    
       

      
        	
                 
      

              	
                (8)

              	
                Making
      efforts to assist interested certified vendors in obtaining necessary
      equipment, supplies, materials, or related assistance or
      services.

              


      

    

    
       

      
        	
                 
      

              	
                (9)

              	
                Effectively
      using the services of available minority/women community organizations;
      minority/women vendors' groups; local, state, and federal minority/women
      business assistance offices; and other organizations that provide
      assistance in the recruitment and placement of certified
      vendors.

              


      

    

     

    
      
        	
                b)

              	
                In
      evaluating the Vendor's good faith efforts, the good faith efforts of
      other vendors to meet the goal on this solicitation or similar contracts
      may be considered.

              


      

    

    
       

      
        	
                c)

              	
                If
      the Agency determines that the Vendor has made good faith efforts to meet
      the goal, the Agency will award the contract provided that the Vendor is
      otherwise eligible for award. If the Agency determines that the Vendor has
      not made good faith efforts, the Agency will notify the Vendor of that
      preliminary determination. The preliminary determination shall include a
      statement of reasons why good faith efforts have not been found, and may
      include additional good faith efforts that the Vendor could take. The
      Vendor shall have 5 business days to make the suggested good faith efforts
      and any other additional good faith efforts to meet the goal. The Vendor
      shall submit an amended Utilization Plan if additional certified vendor
      commitments to meet the goal are secured. If additional certified vendor
      commitments sufficient to meet the goal are not secured, the Vendor shall
      report the final good faith efforts made in the time allotted. All
      additional efforts taken by the Vendor will be considered. If the Agency
      determines that good faith efforts have not been made, it will notify the
      Vendor in writing of the reasons for its determination within 5 business
      days of receipt of the final Utilization
Plan.

              


      

    

    
       

      24

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      CONTRACT
COMPLIANCE.
Compliance with this Attachment is an essential part of the contract. The
following administrative procedures and remedies govern the Vendor's compliance
with the contractual obligations established by the Utilization Plan. After
approval of the Plan and award of the contract, the Utilization Plan becomes
part of the contract. If the Vendor did not succeed in obtaining enough
certified vendor participation to achieve the goal, and the Utilization Plan was
approved and contract awarded based upon a determination of good faith, the
total dollar value of certified vendor work calculated in the approved
Utilization Plan as a percentage of the awarded contract value shall become the
contract goal.

    

    
      


      a)            The
Utilization Plan may not be amended without the Agency's prior written
approval.

    

    
       

      
        	
                b)

              	
                The
      Vendor may not make changes to its contractual BEP certified vendor
      commitments or substitute BEP certified vendors without the prior written
      approval of the Agency. Unauthorized changes or substitutions, including
      performing the work designated for a certified vendor with the Vendor's
      own forces, shall be a violation of this Attachment and a breach of the
      contract, and shall be cause to terminate the contract, and/or seek other
      contract remedies or sanctions. The facts supporting the request for
      changes must not have been known nor reasonably should have been known by
      the parties prior to entering into the subcontract. The Vendor must
      negotiate with the certified vendor to resolve the problem. Where there
      has been a mistake or disagreement about the scope of work, the certified
      vendor can be substituted only where agreement cannot be reached for a
      reasonable price or schedule for the correct scope of
  work.

              


      

    

    
       

      c)            Substitutions
of a certified vendor shall be permitted under the following
circumstances:

       

    

    
      (1)            Unavailability
after receipt of reasonable notice to proceed;

       

    

    
      (2)            Failure
of performance;

       

    

    
      (3)            Financial
incapacity;

       

    

    
      (4)            Refusal
by the certified vendor to honor the bid or proposal price or
scope;

    

    
      


    

    
      
        	
                 
      

              	
                (5)

              	
                Material
      mistake of fact or law about the elements of the scope of work of a
      solicitation where a reasonable price cannot be agreed;

                 

              


      

    

    
      (6)            Failure
of the certified vendor to meet insurance, licensing or bonding
requirements;

       

    

    
      (7)            The
certified vendor's withdrawal of its bid or proposal; or

       

    

    
      (8)            Decertification
of the certified vendor.


    

    
       

      
        	
                d)

              	
                If
      it becomes necessary to substitute a certified vendor or otherwise change
      the Utilization Plan, the Vendor must notify the Agency in writing of the
      request to substitute a certified vendor or otherwise change the
      Utilization Plan.   The request must state specific reasons
      for the substitution or change. The Agency will approve or deny a request
      for substitution or other change in the Utilization Plan within 5 business
      days of receipt of the
request.

              


      

    

    
       

      25

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                e)

              	
                Where
      the Vendor has established the basis for the substitution to the Agency's
      satisfaction, it must make good faith efforts to meet the contract goal by
      substituting a certified vendor. Documentation of a replacement vendor, or
      of good faith efforts to replace the certified vendor, must meet the
      requirements of the initial Utilization Plan. If the goal cannot be
      reached and good faith efforts have been made, the Vendor may substitute
      with a non-certified vendor.

              


      

    

    
       

      
        	
                f)

              	
                If
      a Vendor plans to hire a subcontractor for any scope of work that was not
      previously disclosed in the Utilization Plan, the Vendor must obtain the
      approval of the Agency to modify the Utilization Plan and must make good
      faith efforts to ensure that certified vendors have a fair opportunity to
      bid on the new scope of work.

              


      

    

    
       

      
        	
                g)

              	
                A
      new subcontract must be executed and submitted to the Agency within 5
      business days of the Vendor's receipt of the Agency's approval for the
      substitution or other change.

              


      

    

    
       

      
        	
                h)

              	
                The
      Vendor shall maintain a record of all relevant data with respect to the
      utilization of certified vendors, including but without limitation,
      payroll records, invoices, canceled checks and books of account for a
      period of at least 5 years after the completion of the contract. Full
      access to these records shall be granted by the Vendor upon 48 hours
      written demand by the Agency to any duly authorized representative
      thereof, or to any municipal, state or federal authorities. The Agency
      shall have the right to obtain from the Vendor any additional data
      reasonably related or necessary to verify any representations by the
      Vendor. After the performance of the final item of work or delivery of
      material by a certified vendor and final payment to the certified vendor
      by the Vendor, but not later than 30 calendar days after such payment, the
      Vendor shall submit a statement confirming the final payment and the total
      payments made to the BEP vendor under the contract.

              
	 	 
	i)	The
      Agency will periodically review the Vendor's compliance with these
      provisions and the
      terms of its contract. Without limitation, the Vendor's failure to comply
      with these provisions or its contractual commitments as contained in the
      Utilization Plan, failure to cooperate in providing information regarding
      its compliance with these provisions or its Utilization Plan, or provision
      of false or misleading information or statements concerning compliance,
      certification status or eligibility of certified vendors, good faith
      efforts or any other material fact or representation shall constitute a
      material breach of this contract and entitle the Agency to declare a
      default, terminate the contract, or exercise those remedies provided for
      in the contract or at law or in equity.
	 	 
	j)	The
      Agency reserves the right to withhold payment to the Vendor to enforce
      these 

                
                  provisions
      and the Vendor's contractual commitments. Final payment shall not be made
      on the contract until the Vendor submits sufficient documentation
      demonstrating compliance with its Utilization
  Plan.

                

              


      

    

    
       

    

    
      26

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      Utilization
Plan 

      Response
to Attachment E

    

    
       

      The
following Utilization Plan is Harmony Health Plan of Illinois, Inc.'s response
to Attachment E -
Minority, Female, Persons with Disability Status and Subcontracting and is
submitted 

       

      as part
of our
proposal.

    

    
       

       

      Harmony
Health Plan of Dlinois, Inc. makes the following assurance and agrees to include
the assurance in each subcontract with a subcontractor or supplier utilized on
this contract: We shall not discriminate on the basis of race, color, national
origin, sexual orientation or sex in the performance of this contract. Failure
to carry out these requirements is a material breach of this contract, which may
result in the termination of this contract or such other remedy, as the Agency
deems appropriate.

    

    
       

       

      We
acknowledge the requirements of Attachment E, Minority, Female, Persons with
Disability Status and Subcontracting, and are submitting this Utilization Plan
with the proposal.

    

    
       

       

       

      We
understand that compliance with Attachment E is an essential part of this
contract and that the Utilization Plan will become a part of the contract, if
awarded.

    

    
       

       

       

      Vendor's
person responsible for compliance with Attachment E:

    

    
       

      Name:
Gary Fitzgerald
______________________________                                                               

    

    
      Title:
Director, Regulatory Affairs and Compliance_________

    

    
      Telephone:
(312) 516-4985__________extension N/A              


    

    
      Email: gary.fitzgerald@wellcare.com___________________ 
 
                                                                            

    

    
      


      23

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      We submit
one (1) of the following statements:

    

    
      


    

    
      	
               ̈

            	
              
                We
      are certified (or are eligible and have applied to be certified) with BEP
      and plan

              

              to
      fully meet the BEP utilization goal through
    self-performance.

            
	
               ̈

            	
              
                We
      attach Section I, to demonstrate our Plan fully meets the BEP utilization
      goal of

              

                      %
      through subcontracting.

            
	
              x

            	
              
                We
      attach Section I, to detail that we do not fully meet the BEP utilization
      goal of

              

              1.2%.
      We also attach Section II, Demonstration of Good Faith
      Efforts.

            


    

    
       

      24

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      Section
I 

      Utilization
of Certified Vendors

    

    
       

      (Please
submit a separate Section I for each proposed certified vendor.)

       

    

    
      To
achieve the BEP utilization goal through subcontracting, the following is
proposed:

    

    
      


    

    
      	
              (1)

            	
              The
      proposed certified vendor's company name and address:

            
	 
      	
              Barbara Staples King

            
	 
      	
              P.O. Box 23792

            
	 
      	
              Belleville. LL 62223

            
	 
      	 
      
	 	 
	 
      	
              At
      the time of submission, the above certified vendor is:

            
	 
      	 
      
	 
      	
              x

            	
              Certified
      with the CMS Business Enterprise Program (BEP)

            
	 
      	
               ̈

            	
              Meets
      the criteria and has submitted an application for certification with BEP
      (BEP certification must be completed before contract
  award)

            
	 
      	
               ̈

            	
              Certified
      as a disadvantaged, minority, or woman business enterprise with the
      following governmental agency or private organization: (BEP certification
      must be completed before contract award)

            
	 
      	 
      	
               

            
	 
      	 
      	
            
	 
      	 
      	
            
	 
      	 
      	 
      
	
              (2)

            	 
      	
              A
      detailed description of the commercially useful work to be done by this
      certified vendor is as follows:

            
	 
      	 
      	
              Provision of extended housing for Harmony
      employees while conducting business in Springfield. EL.

            
	 	 	 
	 
      	 
      	
               

            
	 
      	 
      	
               

            
	 
      	 
      	 
      
	
              (3)

            	 
      	
              The
      total estimated cost to the state for this contract is $165 M. The portion
      of the contract which will be subcontracted to this certified vendor is $
      4,050, or .002% of the total cost of the contract.

            
	 
      	 
      	 
      
	
              (4)

            	 
      	
              A
      notarized signed letter of intent between Harmony Health Plan of Illinois,
      Inc. and Barbara Staples King detailing the work to be performed by the
      certified vendor and the agreed upon rates or prices, conforming to the
      Utilization Plan will be included as Attachment
  F.

            


    

    
       

      25

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              (5)

            	
              A
      joint venture agreement is not required, as the arrangement between
      Harmony Health Plan of Illinois, Inc. and Barbara Staples King is that of
      contractor/sub-contractor and not a joint
  venture.

            


    

    
       

      OR,


    

     

    
      	 
      	
              
                  
       A joint venture agreement between N/A
      and N/A is included
      in lieu of Attachment F.

              

               

            


    

    
       

    

    
      	
              (6)

            	
              The
      Vendor has not prohibited or otherwise limited Barbara Staples King from
      providing subcontractor quotes to other potential
      bidders/vendors.

            


    

    
       

      We
understand that the Agency may require additional information to verify our
compliance and we agree to cooperate immediately in submitting to interviews,
allowing entry to any of our office locations, providing further documentation,
or soliciting the cooperation of our proposed certified vendor. We will maintain
appropriate records relating to our utilization of the certified vendor
including: invoices, cancelled checks, books of account, and time
records.

    

    
      


      26

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      Section
II

    

    
      Demonstration
of Good Faith Efforts to Achieve BEP Subcontracting Goal

    

    
      


       

      If the
BEP subcontracting goal was not achieved, the Good Faith Efforts checklist
(Section II A) and contacts log (Section IIB) must be submitted with the
solicitation response (or as otherwise specified by CMS). Failure to do so may render the
Vendor's solicitation response non-responsive and cause it to be rejected, or
render the Vendor ineligible for contract award, at CMS' sole discretion.
The Vendor will promptly provide evidence in support of its Good Faith
Efforts to CMS upon request.

    

    
      


      Section
IIA 

      Good
Faith Efforts Checklist

    

    


    
      Insert on
each line below the initials of the authorized Vendor representative who is
certifying on behalf of the Vendor that the Vendor has completed the activities
described below. If any of the
items below were not
completed, attach a detailed written explanation why each such item was not completed. If any
other efforts were made to obtain BEP participation in addition to the items
listed below, attach a detailed written explanation.

    

    
      


      _*_Identified
portions of the project work capable of performance by available BEP
vendors,

    

    
      including,
where appropriate, breaking out contract work items into economically feasible
units to facilitate BEP participation even when the Vendor could perform those
scopes with its own forces.

    

    
       

      _*_
Solicited through reasonable and available means (e.g., written notices,
advertisements) BEP vendors
to perform the types of work that could be subcontracted on this project, within
sufficient time to allow them to respond.

    

    
       

      _*_
Provided timely and adequate information about the plans, specifications and
requirements of the

    

    
      contract.
Followed up initial solicitations to answer questions and encourage BEP vendors
to submit proposals or bids.

    

    
       

      
        	
                
                  _*_
      Negotiated in good faith with interested BEP vendors that submitted
      proposals or bids and thoroughly investigated their
      capabilities.

                

              	
                 

              


      

    

    
       

      
        	
                
                  _*_
      Made efforts to assist interested BEP vendors in obtaining bonding, lines
      of credit, or insurance as may be required for performance of the contract
      (if applicable).

                

              	
                 

              


      

    

    
       

      
        	
                
                  _*_
      Utilized resources available to identify available certified vendors,
      including but not limited to BEP assistance staff; local, state and
      federal minority or women business assistance offices; and other
      organizations that provide assistance in the recruitment and placement of
      diverse businesses.

                

              	
                 

              


      

    

    
       

      
        	
                _*_
      Harmony will use good faith efforts throughout this contract term to
      accomplish these items where necessary to meet its
      goal.

              	
                 

              


      

    

    
       

      27

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      Section
IIB

    

    
      Good
Faith Efforts Contacts Log for Soliciting

    

    
      BEP
Sub-consultant, Subcontractor or Supplier Participation

    

    
       

      Use this
form to document all contacts and responses (telephone, e-mail, fax, etc.)
regarding the solicitation of BEP sub-consultants, subcontractors and suppliers.
Duplicate as needed. (It is not necessary to show contacts with certified
vendors with which the Vendor reached an agreement to participate on this
project, as shown on Section I of this Plan.)

    

     

    
      	
              
                Name
      of eligible 

                vendor
      firm

              

            	
              
                Date
      and

              

              
                method
      of

              

              
                contact

              

            	
              
                Scope
      of work 

                solicited

              

            	
              
                Reason
      agreement was 

                not
      reached

              

            
	
              
                MTM
      

                Transportation

              

            	
              
                September,

              

              
                2008-

              

              
                telephone.

              

            	
              
                Covered
      

                transportation
      

                services
      to enrollees.

              

            	
              
                Current
      subcontractor -

                encouraging
      it to become 

                certified
      through CMS.

                 

              

            
	
               
      

               

            	 
      	 
      	 
      
	
               
      

               

            	 
      	 
      	 
      
	
               
      

               

            	 
      	 
      	 
      
	
               
      

               

            	 
      	 
      	 
      
	
               
      

               

            	 
      	 
      	 
      


    

    
      


      28

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      Attachment
F - Letter of Intent (LOI) 

      Between
Prime Vendor and Certified Vendor

    

    
      


      Instructions. The
responsive bidder is required to submit this signed and notarized Letter of Intent (LOI) from
each certified vendor identified on the Utilization Plan. LOIs must be submitted
with the proposal. LOIs must be notarized by both parties. Submit a separate LOI
for each proposed certified vendor. The amount and scope of work indicated on
each LOI shall be the actual amount indicated on the Utilization Plan submitted
with the bid and approved by the Agency.

    

    
       

      Changes
to the Utilization Plan including substitution of certified vendors are
permitted only after award of the contract and only with prior written approval
of the Agency. A request for changes to the Utilization Plan must be submitted
on the Request for Change of
Utilization Plan Form
for all levels of subcontracting. LOIs must be submitted for all
additions of certified vendors to the Utilization Plan prior to the
start of work.

    

    
       

      Name of
Prime Vendor: Harmony
Health Plan of Illinois.
Inc.                                                                                                                                                                                                                             
                                                                                                                                          

    

    
      Address:
200 West Adams
Street                                                                       Chicago                                                        IL                                                                    60606                                            


    

    
                                    
Street                                                                                           City                                                           
State                                                                
Zip Code

    

    
      


      Telephone: (312)
630-2025___________________________________________________Fax: (312) 630-2022.
Email: gary.fitzgeratd@wellcare.com___________________________

    

    
       

      Name of
Certified Vendor: Barbara Staples
King                                                                                                                                                                                                                                                 
  
                                                                                                                                       

    

    
      Address;
P.0, Box
23792                                                                                       Belleville                                                       IL                                                                    62223                                          
 

    

    
                                    
 Street                                                                                         
City                                                           
State                                                                 Zip
Code

    

    
       

      Telephone: (618)397-0558                                                                                                                       Fax: (618)
397-3538  Email:
staplesbkl@aol.com                                                                               


    

    
       

      Project
Name Voluntary Managed
Care                                                                                                                                                                                                                                                                
     
                                                                                                                                     

    

    
      Project/Solicitation
Number: Contract for Furnishing Health Services by a
MCO_______________________________________________________________________________

    

    
       

      Type of
agreement: x
Services                                                                            o
Supplies                                                                o Both
Services/Supplies

    

    
       

      Type of
payment: o
Lump
Sum                                                                            o Hourly
Rate                                                      
   x Unit
Price

    

    
       

      Period of
Performance: 8/1/08 -
7/31/09                                                                                                                                                                                                                                                                 


    

    
       

      Proposed
Contract Amount $ Approximately $165
M                                                                                                                                                                                                                                        
                                                                                                                                       

    

    
      Proposed
Subcontract Amount $ 4,050                                                                                                                                                                                                                                                                
                                                                                                                                       

    

    
      Description
of work to be performed by certified vendor:

    

    
       

      Provision of extended
housing services for Harmony employees while conducting business
in Springfield,
IL.                                                                                                                                    
             
                                                                                                                                

    

    
      15

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      List the
governmental agency or private organization with whom the certified vendor is
currently certified
as a disadvantaged,
minority, or woman business enterprise.

    

    
      
        
          	CMS	 	 	 
	 	 	 	 
	 	 	 	 


        

                                                 

      

    

    
      The prime
vendor and the certified vendor above hereby agree that upon the execution of a
contract for the above-named project between the prime vendor and Central
Management Services, the certified vendor will perform the scope of work for the
price as indicated above.

    

    
      


    

    
      	
              Prime Vendor (Company
      Name and D/B/A):

            	
              Certified Vendor
      (Company Name and D/B/A)

            
	
               

              Harmony
      Health Plan of Illinois,
      Inc.                
      

            	
               

              Barbara Staples
      King                                                  
      

            
	
               

              /s/ Heath
      Schiesser                                             
      

              Signature

            	
               

              (In
      process) /s/
      Barbara Staples
      King                      
      

              Signature

            
	
               

              Heath
      Schiesser                                                   
      

              Printed
      Name

            	
               

              Barbara Staples
      King                                                  
      

              Printed
      Name

            
	
               

              Title:
      President and
      CEO    Date: 10/17/08       
      

            	
               

              Title:
      Owner Date: 10.11.08                                         
      

            
	
               

              Subscribed
      and sworn before me this

              17 day of October,
      2008                                      
      

            	
               

              Subscribed
      and sworn before me this

              11 day
      of October,
      2008                                              
      

            
	
               

              /s/ Erika
      Lema                                   
      

              Notary
      Public

            	
               

              (In
      process) Michael
      R.
      Kelly                                    
      

              Notary
      Public

            
	
               

              My
      Commission expires: 11/18/09

            	
               

              My
      Commission expires: 2-6-2010                            
      

            
	
               

              NOTARY
      STAMP

            	
               

              NOTARY
      STAMP

            


    

    
       

    

    
      16

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      EXHIBIT
C

    

    
       

      SUMMARY
OF REQUIRED REPORTS AND SUBMISSIONS

    

    
      


      Report
names, information submission requirements and corresponding frequencies are
listed herein. These shall be due to the Department no later than thirty (30)
days after the close of the reporting period unless otherwise stated. Reports
and submissions include hard copy reports and/or any electronic medium as
designated by the Department.

    

    
      


      Report
frequencies are defined as follows:

       

    

    
      	 
      	
              Annually

            	
              -

            	
              The
      State fiscal year of July 1 – June 30.

            
	 
      	
              Quarterly

            	
              -

            	
              The
      last day of the fiscal quarter grouped as: J/A/S (1st
      qtr), O/N/D (2nd
      qtr), J/F/M (3rd
      qtr), and A/M/J (4th
      qtr).

            
	 
      	
              Monthly

            	
              -

            	
              The
      last day of a calendar month.

            


    

    
      


       

      


    

    
      	
              Name of
      Report/Submission

            	
              Frequency

            	
              HFS Prior
      Approval

            
	
               

              Administrative

              Disclosure
      Statements

               

            	
               

              Initially,
      Annually, on request and as changes occur

            	
               

              No

            
	
              Encounter
      Data Report

               

            	
              At
      least monthly

            	
              No

            
	
              Financial
      Reports

            	
              Concurrent
      with submissions to Department of Financial and Professional
      Regulation

               

            	
              No

            
	
              Report
      of Transactions with Parties of Interest

            	
              Annually

               

            	
              No

            
	
              Electronic
      Data Certification

               

            	
              Monthly,
      no later than 5 days after the close of the reporting
month

            	
              No

            
	
              Enrollee Materials

            	 
      	 
      
	
              Certification
      or Document of Coverage and Any Changes or Amendments

               

            	
              Initially
      and as revised

            	
              Yes

            
	
              Enrollee
      Handbook

            	
              Initially
      and as revised

               

            	
               Yes

            
	
              Identification
      Card

            	
              Initially
      and as revised

            	
              Yes

            


    

    
       

      35

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              Name of
      Report/Submission

            	
              Frequency

            	
              HFS Prior
      Approval

            
	
               

              Provider
      Directory

            	
               

              Initially
      and annually

            	
               

              Yes
      

              (only
      initially)

               

            
	
              Fraud/Abuse

              Fraud
      and Abuse Report

            	
              Immediately
      upon identification or knowledge of suspected Fraud or Abuse; and
      quarterly as specified in Section 5.25.

            	
              N/A

            


    

    


    
      	
              
                Marketing

              

              
                Marketing
      Allegation Investigation Disclosure

              

              
                 

              

            	
              
                 

                Monthly,
      on the first day of each month

              

            	
              
                 

                No

              

            
	Marketing
      Allegation Notification     	Weekly 	
               No

            
	
              
                 

              

              
                Marketing
      Gifts and Incentives


              

            	
              
                 

                Initially
      and upon request

                 

              

            	
              
                Yes

              

            
	
              
                Marketing
      Materials

                 

              

            	
              
                Initially
      and as revised

                 

              

            	
              
                Yes

                 

              

            
	
              
                Marketing
      Plans and Procedures

                 

              

            	
              
                Initially
      and as revised

                 

              

            	
              
                Yes

              

            
	
              
                Marketing
      Representative Listing

                 

              

            	
              
                Monthly,
      on the first day of each month

                 

              

            	
              
                No

                 

              

            
	
              
                Marketing
      Representative Termination Notification

                 

              

            	
              
                As
      they occur

                 

              

            	
              
                No

                 

              

            
	
              
                Marketing
      at Site Permission Statement

                 

              

            	
              
                Annually

                 

              

            	
              
                No

                 

              

            
	
              
                Marketing
      at Site Schedule

                 

              

            	
              
                Monthly,
      on the first day of each month, and as revised

                 

              

            	
              
                No

                 

              

            
	
              
                Marketing
      Schedule at Retail Locations

                 

              

            	
              
                Monthly,
      on the first day of each month, and as cancellations occur during the
      month

              

            	
              
                No

              

            
	
              
                 

                Marketing
      Training Materials

                 

              

            	
              
                Initially
      and as revised

              

            	
              
                Yes

              

            


    

    
      


    

    36

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Name of
      Report/Submission

            	
              Frequency

            	
              HFS Prior
      Approval

            
	
               

              Marketing
      Training Schedule and Agenda

            	
               

              Quarterly,
      2 weeks prior to the beginning of each quarter, and as
    revised

            	
               

              No

            
	
              Provider
      Network

            	 
      	 
      
	
              PCP
      and Affiliated Specialist file (electronic)

               

            	
              Monthly
      and daily updates only when changes occur

            	
              Yes

            
	
              Affiliated
      Hospital file (electronic)

               

            	
              Monthly

            	
              Yes

            
	
              Enrollee
      Site Transfer

               

            	
              As
      each occurs

            	
              No

            
	
              New
      Site Provider Affiliation File (electronic)

               

            	
              Initially,
      and as new sitesPCPs are added

            	
              Yes

            
	
              Provider
      Affiliation with Site Report

               

            	
              Monthly,
      on the first day of each month

            	
              No

            
	
              Site/PCP
      Approvals (paper format-A&B forms)

               

            	
              Initially,
      and as new sites/PCPs are added

            	
              Yes

            
	
              Site
      Terminations

               

            	
              As
      each occurs

            	
              No.

            
	
              Quality Assurance/Medical

            	 
      	 
      
	
              Grievance
      Procedures

               

            	
              Initially
      and as revised

            	
              Yes

            
	
              PCP
      Ratio Report

               

            	
              Quarterly

            	
              N/A

            
	
              QA/UR/PR
      Annual Report

               

            	
              Annually,
      no later than 60 days after close of reporting period

            	
              N/A

            
	
              QA/UR/PR
      Committee Meeting Minutes

               

            	
              Quarterly

            	
              No

            
	
              Quality
      Assurance, Utilization Review and Peer Review Plan (includes health
      education plan)

            	
              Initially
      and as revised

            	
              Yes

            


    

    
      


    

    
      37

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      


    

    
      	
              Name of
      Report/Submission

            	
              Frequency

            	
              HFS Prior
      Approval

               

            
	
              Summary
      of Grievances or Appeals and Resolutions and External Independent Reviews
      and Resolutions

            	
              Quarterly

            	
              N/A

            
	
               

              Case
      Management Enrollees

            	
               

              Monthly,
      no later than 5 days after the close of the reporting
month

            	
               

              No

            
	
               

              Case
      Management Program Report

            	
               

              Initially
      and annually

            	
               

              Yes

            
	
               

              CSHCN
      Program Report

            	
               

              Initially
      and annually

            	
               

              Yes

            
	
               

              Subcontracts and
      Provider Agreements

            	 
      	 
      
	
              Copies
      of Executed Subcontractor Agreements

            	
              Upon
      request

            	
              N/A

            
	
               

              Model
      Subcontractor Agreements

            	
               

              Initially
      and as revised

            	
               

              N/A

            
	 
      	 
      	 
      


    

    
      


    

    
      38

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      Attachment
1A 

       

      RATE
SHEETS EFFECTIVE 1/1/09

    

    
       

    

    
      
        	
                (a)

              	
                Contractor
      Name:

                Address:

              	
                Harmony
      Health Plan of Illinois, Inc.

                200 West Adams Street, Suite 800

                Chicago, EL 60606-5520

              	
                 

              


      

    

    
       

    

    
      (b)        Contracting
Area(s) Covered by the Contractor and Enrollment Limit:

    

     

    
      	
              
                Contracting
      Area

              

            	
              
                Enrollment
      Limit

              

            
	
              
                Region
      V -Kane
County

              

            	
              
                15,000

              

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    
       

      (d)        Total
Enrollment Limit for all Contracting
Areas:     15,000

    

    
      


      (d)        Standard
Capitation Rates for Enrollees, effective January 1, 2009 through July 31,
2009:*

    

     

    
      	
              
                Age/Gender

              

              
                Mo
      = month

              

              
                Yr
      = year

              

            	
              
                Region
      I

              

              
                (N.W.
      Illinois) 

                PMPM

              

            	
              
                Region
      II (Central Illinois) PMPM

              

            	
              
                Region
      III

              

              
                (Southern

              

              
                Illinois)

              

              
                PMPM

              

            	
              
                Region
      IV

              

              
                (Cook

              

              
                County)

              

              
                PMPM

              

            	
              
                Region
      V (Collar

              

              
                Counties)
      PMPM

              

            
	
              
                0-3Mo

              

            	
              
                $1,226.22

              

            	
              
                $992.47

              

            	
              
                $1,154.92

              

            	
              
                $1,355.78

              

            	
              
                $984.08

              

            
	
              
                4Mo-lYr

              

            	
              
                129.15

              

            	
              
                132.04

              

            	
              
                156.86

              

            	
              
                147.69

              

            	
              
                139.54

              

            
	
              
                2Yr-5Yr

              

            	
              
                50.09

              

            	
              
                54.05

              

            	
              
                62.70

              

            	
              
                57.13

              

            	
              
                48.27

              

            
	
              
                6Yr-13Yr

              

            	
              
                42.51

              

            	
              
                48.85

              

            	
              
                53.35

              

            	
              
                42.26

              

            	
              
                39.22

              

            
	
              
                14Yr-20Yr,
      Male

              

            	
              
                73.08

              

            	
              
                80.33

              

            	
              
                77.10

              

            	
              
                62.87

              

            	
              
                80.16

              

            
	
              
                14Yr-20Y,
      Female

              

            	
              
                114.68

              

            	
              
                114.80

              

            	
              
                131.46

              

            	
              
                97.60

              

            	
              
                96.17

              

            
	
              
                21Yr-44Yr,
      Male

              

            	
              
                118.12

              

            	
              
                140.20

              

            	
              
                128.69

              

            	
              
                132.50

              

            	
              
                172.80

              

            
	
              
                21Yr-44Yr,
      Female

              

            	
              
                162.97

              

            	
              
                162.11

              

            	
              
                172.88

              

            	
              
                154.83

              

            	
              
                156.93

              

            
	
              
                45Yr+
      Male and Female

              

            	
              
                $234.63

              

            	
              
                $262.35

              

            	
              
                $269.66

              

            	
              
                $244.58

              

            	
              
                $263.89

              

            


    

    
      *
Capitation rates listed are 100% of actuarially certified rates, but only 99%
will be paid in year three of the Contract in accordance with Section
7.8.

    

    
      


      (e)                  Hospital
Delivery Case Rate, effective January 1, 2009 through July 31,
2009:

    

     

    
      	
              
                Hospital
      Delivery Case 

                Rate

              

              
                (per
      delivery)

              

            	
              
                 

                $3,588.79

              

            	
              
                 

                $3,493.61

              

            	
              
                 

                $3,675.70

              

            	
              
                 

                $4,148.16

              

            	
              
                 

                $3,789.80

              

            


    

    
      


      39