hawaiicontractapproval.htm


    
Back to Form
8-K

    Exhibit 10.1

     

     

    


    Contract
with Eligible Medicare Advantage (MA) Organization Pursuant to

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

    of a
Medicare Advantage Coordinated Care Plan(s)

    
      


    

    
      CONTRACT
(#H2491)

       

    

    
      Between

       

    

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

       

    

    
      and

       

    

    
      WellCare Health Insurance of
Arizona, Inc.

    

    
      (hereinafter
referred to as the MA Organization)

    

    
      


    

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

    

    
      


    

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

       

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

                   

                
	 Addendum
      Type	 	 Initials
	
                  ü

                	 
      	
                  Part
      D Addendum

                	 
      	 
      
	 
      	 
      	
                  EGWP
      (“800 Series”) MA-PD Addendum

                	 
      	 
      
	 
      	 
      	
                  EGWP
      ("800 Series" ) MA-Only Addendum

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

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

                	 	 
	 	 	 


        

         

      

    

    
      Final:
August 25, 2009

       

    

    
      
        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    
      Article
I

    

    
      


    

    
      Term of
Contract

    

    
      


    

    
      The term
of this contract shall be from the date of signature by CMS' authorized
representative through December 31, 2009, after which this contract may be
renewed for successive one-year periods in accordance with 42 CFR 422.505(c) and
as discussed in Paragraph A in Article VII below. [422.505]

    

    
      


    

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

    

    
      


    

    
      Article
II

    

    
      


    

    
      Coordinated
Care Plan

    

    
      


    

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

    

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

    

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

    

    
      D.           This
contract is in no way intended to supersede or modify 42 CFR, Part 422. Failure
to reference
a regulatory requirement in this contract does not affect the applicability of
such requirements
to the MA organization and CMS.

    

    
      E.           The
MA organization must comply with all applicable requirements as described in CMS
regulations
and guidance implementing the Medicare Improvements for Patients and Providers
Act of
2008.

    

    
      


    

    
      Article
III

    

    
      


    

    
      Functions
To Be Performed By Medicare Advantage Organization

    

    
      Final:
August 25,2009

    

    
      2

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      A.           PROVISION
OF BENEFITS

    

    
      1.          
 The MA Organization agrees to provide enrollees in each of its MA plans
the basic benefits as required under §422.101 and, to the extent applicable,
supplemental benefits under §422.102 and as established in the MA Organization's
final benefit and price bid proposal as approved by CMS and listed in the MA
Organization Plan Attestation of Benefit Plan and Price, which is attached to
this contract. The MA Organization agrees to provide access to such benefits as
required under subpart C in a manner consistent with professionally recognized
standards of health care and according to the access standards stated in
§422.112.

    

    
      


    

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

    

    
      [422.133;
422.504(a)(3)]

    

    
      


    

    
      B.           ENROLLMENT
REQUIREMENTS

    

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

    

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

    

    
      [422.504(a)(2)]

    

    
      


    

    
      C.           BENEFICIARY
PROTECTIONS

    

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

    

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

    

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

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

    

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

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

    

    
      


    

    
      Final:
August 25,2009

    

    
      3

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

    

    
      
        	
                 

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

              


      

    

    
      
        	
                 
      

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

              


      

    

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

    

    
      (c)  In meeting the
requirements of this section (C), other than the provider contract requirements
specified in paragraph (C)(3)(a) of this Article, the MA Organization may
use--             
(i)  Contractual arrangements;

                    
(ii) 
Insurance acceptable to CMS;

                     (iii) 
Financial reserves acceptable to CMS; or

                    
(iv) 
Any other arrangement acceptable to CMS. [422.504(g)(3)]

    

    
      


    

    
      D.        
  PROVIDER PROTECTIONS

    

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

    

    
      2.         
  Prompt
Payment.

    

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

    

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

    

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

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

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

                    
(i) 
For direct payment of the sums owed to providers; and 

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

    

    
      


    

    
      E.        
   QUALITY IMPROVEMENT PROGRAM

    

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

    

    
      2.           Chronic
Care Improvement Program

    

    
      4

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      
        
        

      

    

                  
(a)  Each MA organization must have a chronic care improvement program
and must establish criteria for participation in the program. The CC3P must have
a method for identifying enrollees with multiple or sufficiently severe chronic
conditions who meet the criteria for participation in the program and a
mechanism for monitoring enrollees' participation in the program.

                  
(b)  Plans have flexibility to choose the design of their program;
however, in addition to meeting the requirements specified above, the COP
selected must be relevant to the plan's MA population. MA organizations are
required to submit annual reports on their CCIP program to CMS.

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

    

    
      4.          
 Utilization
Review:

    

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

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

    
      5.      
     Information
Systems:

    

    
                    
(a) The MA Organization must:

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

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

    

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

    

    
      6.       
    External
Review

    

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

    

    
      


    

    
      F.          
COMPLIANCE PLAN

    

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

    

    
      


    

    
      5



      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      
G.          
COMPLIANCE DEEMED ON THE BASIS OF ACCREDITATION CMS may deem the MA Organization
to have met the quality improvement requirements of § 1852(e) of the Act and
§422.152,
the confidentiality and accuracy of enrollee records requirements of § 1852(h)
of the Act and §422.118, the anti-discrimination requirements of § 1852(b) of
the Act and §422.110, the access to services requirements of § 1852(d) of the
Act and §422.112, and the advance directives requirements of §1852(i) of the Act
and §422.128, the provider participation requirements of §1852(j) of the Act and
42 CFR Part 422, Subpart F, and the applicable requirements described in
§423.165, if the MA Organization is fully accredited (and periodically
reaccredited) by a private, national accreditation organization approved by CMS
and the accreditation organization used the standards approved by CMS for the
purposes of assessing the MA Organization's compliance with Medicare
requirements. The provisions of §422.156 shall govern the MA Organization's use
of deemed status to meet MA program requirements.

    

    
      


    

    
      H.         
 PROGRAM INTEGRITY

    

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

    

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

    

    
      


    

    
      I.           
MARKETING

    

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

    

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

    

    
      


    

    
      6


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

    

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

    

    
      4.     
      The MA Organization must comply with the
Medicare Marketing Guidelines, as well as all applicable statutes and
regulations, including and without limitation Section 1851(h) of the Act and 42
CFR §§422.80,422.111 and 423.50. Failure to comply may result in sanctions as
provided in 42 CFR Part 422 Subpart O.

    

    
      


    

    
      Article
IV

    

    
      


    

    
      CMS
Payment to MA Organization

    

    
      


    

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

    

    
      


    

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

    

    
      


    

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

    

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

    

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

    

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


    

    
      7


        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

    

    
      3.           
The Medicare Advantage Plan Attestation of Benefit Plan and Price (an example of
which is attached hereto as Attachment C) requires that the CEO, CFO, or an
individual delegated with the authority to sign on behalf of one of these
officers, and who reports directly to such officer, must attest (based on best knowledge,
information and belief, as of the date specified on the attestation form) that the
information and documentation comprising the bid submission proposal is
accurate, complete, and truthful and fully conforms to the Bid Form and Plan
Benefit Package requirements; and that the benefits described in the
CMS-approved proposed bid submission agree with the benefit package the MA
Organization will offer during the period covered by the proposed bid
submission. This document is being sent separately to the MA Organization and
must be signed and attached to the executed version of this contract, and is
incorporated herein by reference. [422.504(1)]

    

    
      


    

    
      Article
V

    

    
      


    

    
      MA
Organization Relationship with Related Entities, Contractors, and
Subcontractors

    

    
      


    

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

    

    
      


    

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

    

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

    

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

    

    
      


    

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

    

    
                    
(1)  Enrollee protection provisions that provide—

    

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

    

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

    

    
      8

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

       

    

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


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

      [422.504(i)(3)]

    

    
      


    

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

    

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

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

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

    

    
                     (4)  Written
arrangements must specify that either—

    

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

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

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


    [422.504(i)(4)]

    
      


    

    
      E.           If
the MA Organization delegates selection of the providers, contractors, or
subcontractors to another
organization, the MA Organization's written arrangements with that organization
must state
that the MA Organization retains the right to approve, suspend, or terminate any
such arrangement.
[422.504(0(5)]

    

    
      


    

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

    

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

    

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

    

    
      


    

    
      Article
VI

    

    
      


    

    
      Records
Requirements

    

    
      


    

    
      A.
MAINTENANCE OF RECORDS

    

    
      


    

    
      9

    

    
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

    

    
                     (a) 
Are sufficient to do the following:

    

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

    

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

    

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

    

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

    

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

    

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

    

    
                     
(b)  Include at least records of the following:

    

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

    

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

    

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

    

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

    

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

    

    
                     
(vi)  Franchise, marketing, and management agreements.

    

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

    

    
                     
(viii)  Matters pertaining to costs of operations.

    

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

    

    
                     
(x)  Cash flow statements.

    

    
                     
(xi)  Any financial reports filed with other Federal programs or State
authorities.

    

    
      [422.504(d)]


       

    

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

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

        

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

        

      

                     
(ii)  The facilities of the MA Organization; and

    

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

    

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

    

    
      determination of amounts payable
under the contract, or as the Secretary may deem necessary to enforce the
contract.

      
 

    

    
      10

    

    
      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

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

    

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

    

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

    

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

    

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

    

    
      


    

    
      B.
REPORTING REQUIREMENTS

    

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

    

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

    

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

    

    
                      (i) 
The cost of its operations;

    

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

    

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

    

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

    

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

    

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

    

    
                     
(v)  Requirements
for combined financial statements.

    

    
      


    

    
      11

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

    

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

    

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

    

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

    

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

    

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

    

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

    

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

    

    
                     
(a)  The benefits covered under the MA plan;

    

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

    

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

    

    
                     
(d)  Plan quality and performance indicators for the benefits under
the plan including —

    

    
                     
(i)  Disenrollment rates for Medicare enrollees electing to receive
benefits through the plan for
the previous 2 years;

    

    
                     
(ii)  Information on Medicare enrollee satisfaction;

    

    
                     
(iii)  The patterns of utilization of plan services;

    

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

    

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

    

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

    

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

    

    
                     
(e)  Information about beneficiary appeals and their
disposition;

    

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

    

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

    

    


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

    

    
      5.        
    Reporting and disclosure
under ERISA.

    

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

    

    
      


    

    
      12


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

    

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

    

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

    

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

    

    
       

      Article
VII 

       

      Renewal
of the MA Contract

       

    

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

    

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

    

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

    

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

    

    
      


    

    
      B.            
Nonrenewal of contract

    

    
                      (1)  Nonrenewal by the
Organization.

    

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

    

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

    

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

    

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

    

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

    

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

    

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

    

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


    

    
      


    

    
      13

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

    

    
                      (2) 
CMS decision not to
renew.

    

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

    

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

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

    

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

    

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

    

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

    

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

    

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

    

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

    

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

    

    
      [422.506(b)]

    

    
      


    

    
      Article
VIII

    

    
      


    

    
      Modification
or Termination of the Contract

    

    
      


    

    
      A.           
Modification or Termination of Contract by Mutual Consent

    

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

    

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

    

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

    

    
      


    

    
      14

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      2.            
If this contract is terminated by written mutual consent and replaced the day
following such termination by a new MA contract, the MA Organization is not
required to provide the notice specified in section B of this article. [422.508(b)]

    

    
      


    

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

      1.            
Termination by
CMS.

    

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

    

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

    

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

    

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

    

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

    

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

    

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

    

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

    

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

    

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

    

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

    

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

    

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

    

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

    

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

    

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

    

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

    

    
      


    

    
      15


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
                     
(c)  Immediate termination of
contract by CMS.

    

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

    

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

    

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

    

    
                     
(d)  Corrective
action plan

    

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

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

    

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

    

    
      2.            
Termination by the MA Organization

    

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

    

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

    

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

    

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

    

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

    

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

    

    
      16

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

    

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

    

    
       

      Article
IX

       

    

    
       Requirements
of Other Laws and Regulations

       

    

    
      A.    
       The MA Organization agrees to comply
with-

    

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

    

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

    

    
                      [422.504(h)]

    

    
      


    

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

    

    
      
 

    

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

    

    
      


    

    
      Article
X

    

    
      


    

    
      Severability

    

    
      


    

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

    

    
      


    

    
      Article
XI

    

    
      


    

    
      Miscellaneous

    

    
      


    

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

    

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

    

    
      


    

    
      17


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

    

    
      C.            Approval
to Begin Marketing and Enrollment. The MA Organization agrees that it must
complete CMS operational requirements prior to receiving CMS approval to begin
Part C marketing and enrollment activities. Such activities include, but are not
limited to, establishing and successfully testing connectivity with CMS systems
to process enrollment applications (or contracting with an entity qualified to
perform such functions on the MA Organization's Sponsor's behalf) and
successfully demonstrating capability to submit accurate and timely price
comparison data. To establish and successfully test connectivity, the MA
Organization must, 1) establish and test physical connectivity to the CMS data
center, 2) acquire user identifications and passwords, 3) receive, store, and
maintain data necessary to perform enrollments and send and receive transactions
to and from CMS, and 4) check and receive transaction status
information.

    

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

    

    
      


    

    
      18

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      In
witness whereof, the parties hereby execute this contract.

    

    
       

      FOR THE
MA ORGANIZATION

    

    
      


    

    
      	
              Heath
      Schiesser

              Printed
      Name

               

            	
              President and
      CEO

              Title

            
	
              /s/
      Heath Schiesser

              Signature

               

            	
              9/5/08

              Date

            
	
              WellCare Health
      Insurance of Arizona, Inc.

              Organization

               

            	
              8735 Henderson Rd,
      Tampa, FL 33634

              Address

            


    

    
       

    

    
      FOR
THE CENTERS FOR MEDICARE & MEDICAID SERVICES

    

    
       

    

    
      	
              /s/ Teresa
      DeCaro

              Teresa
      DeCaro R.N., MS

              Acting
      Director

              Medicare
      Drug and Health Plan Contract Administration Group

              Center
      for Drug and Health Plan Choice

            	
              11/18/08

              Date

            


    

    
      


    

    
      19

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

    

    
      ATTACHMENT
A

    

    
       

    

    
      ATTESTATION
OF ENROLLMENT INFORMATION

    

    
      RELATING
TO CMS PAYMENT

    

    
      TO
A MEDICARE ADVANTAGE ORGANIZATION

    

    
      


    

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

    

    
      


    

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

    

    
      


    

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


    

    
      


    

    
      	 
      	
              
                ______________________________

              

              
                (INDICATE
      TITLE [CEO, CFO, or delegate])

              

               

            
	 
      	
              on
      behalf of

            
	 
      	
              ______________________________

              (INDICATE
      MA ORGANIZATION)

            
	 
      	 
      
	 
      	
              __________________________________

              DATE

            


    

    
       

    

    
      ATTACHMENT
B

    

    
      


    

    
      20


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
                 
      

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

              


      

    

    
      


    

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

    

    
      


    

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

    

    
       

    

    
      	 
      	
              
                ______________________________

              

              
                (INDICATE
      TITLE [CEO, CFO, or delegate])

              

               

            
	 
      	
              on
      behalf of

            
	 
      	
              ______________________________

              (INDICATE
      MA ORGANIZATION)

            
	 
      	 
      
	 
      	
              __________________________________

              DATE

            


    

    
       

    

    
      21

    

    
      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

[SAMPLE - DO NOT USE
- THIS DOCUMENT WILL BE SENT DIRECTLY TO THE MAO THROUGH
HPMS]

    

    
      ATTACHMENT
C - Medicare Advantage Plan Attestation of Benefit Plan and
Price

    

    


    
      <Legal
Entity Name>

    

    
      <Contract
#>

    

    
      


    

    
      Date:
<xx/xx/xxxx>

    

    
      


    

    
      I attest
that the following plan numbers as established in the final Plan Benefit Package
(PBP) will be operated by the above-stated organization and made available to
eligible Medicare beneficiaries in the approved service area during program year
2009.

       

      
        
          	
                  Plan
      ID

                	
                  Segment
      ID

                	
                  Version

                	
                  Plan
      Name

                	
                  Plan
      Type

                	
                  Transaction
      Type

                	
                  MA
      Premium

                	
                  Part
      D Premium

                	
                  CMS
      Approval Date

                	
                  Effective
      Date

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  <xx>

                	
                  <x>

                	
                  <x>

                	
                  <Plan
      Name>

                	
                  <Plan
      Type>

                	
                  <Transaction
      Type>

                	
                  $<Plan
      Premium>

                	
                  $<Part
      D Premium>

                	
                  <xx/xx/xx>

                	
                  <xx/xx/xx>

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  <xx>

                	
                  <x>

                	
                  <x>

                	
                  <Plan
      Name>

                	
                  <Plan
      Type>

                	
                  Transaction
      Type>

                	
                  $<Plan
      Premium>

                	
                  $<Part
      D Premium>

                	
                  <xx/xx/xx>

                	
                  <xx/xx/xx>

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  <xx>

                	
                  <x>

                	
                  <x>

                	
                  <Plan
      Name>

                	
                  <Plan
      Type>

                	
                  Transaction
      Type>

                	
                  $<Plan
      Premium>

                	
                  $<Part
      D Premium>

                	
                  <xx/xx/xx>

                	
                  <xx/xx/xx>

                


        

      

       

    

     

    
      	
              __________________

              CEO

            	
              _______________

              CFO

            
	 	
                                                                                                                                   
       DATE

            


    

     

    
      	
              <Name
      of CEO>

            	
              Date

            	
              <Name
      of CFO>

            
	
              <Title>

            	 
      	
              <Title>

            
	
              <Address
      1>

            	 
      	
              <Address
      1>

            
	
              <Address
      2>

            	 
      	
              <Address
      2>

            
	
              <City,
      State Zip>

            	 
      	
              <City,
      State Zip>

            
	
              <Phone
      #>

            	 
      	
              <Phone
      #>

            


    

    
      


    

    
      22

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      ADDENDUM
TO MEDICARE MANAGED CARE CONTRACT PURSUANT TO

    

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

    

    
      FOR
THE OPERATION OF A VOLUNTARY MEDICARE PRESCRIPTION

    

    
      DRUG
PLAN

    

    
       

    

    
      The
Centers for Medicare & Medicaid Services (hereinafter referred to as "CMS")
and WellCare Health Insurance of
Arizona, Inc. a Medicare managed care organization (hereinafter referred
to as the MA-PD Sponsor) agree to amend the contract (H 2491 ) governing the MA-PD
Sponsor's operation of a Part C plan described in Section 1851(a)(2)(A) of the
Social Security Act (hereinafter referred to as "the Act") or a Medicare cost
plan to include this addendum under which the MA-PD Sponsor shall operate a
Voluntary Medicare Prescription Drug Plan pursuant to sections 1860D-1 through
1860D-42 (with the exception of section 1860D-22 and 1860D-31) of the
Act.

    

    
      


    

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

    

    
      


    

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


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      Article
I

    

    
      Medicare
Voluntary Prescription Drug Benefit

    

    
      


    

    
      
        	
                A.

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

              


      

    

    
      


    

    
      
        	
                B.

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

              


      

    

    
      


    

    
      
        	
                C.

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

              


      

    

    
      


    

    
      
        	
                D.

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

              


      

    

    
      


    

    
      Article
II

    

    
      Functions
to be Performed by the MA-PD Sponsor

    

    
      


    

    
      A.           
ENROLLMENT

    

    
      


    

    
                     
1.  MA-PD Sponsor agrees to enroll in its MA-PD plan only Part
D-eligible beneficiaries
as they are defined in 42 CFR §423.3 0(a) and who have elected to enroll in
MA-PD       

                     
Sponsor's Part C or Section 1876 benefit.

    

    
      
2

    

    
      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

    

    
      
        	
                 
      

              	
                2.  
      If the MA-PD Sponsor is a cost plan sponsor, the MA-PD Sponsor
      acknowledges that its Section 1876 plan enrollees are not required to
      elect enrollment in its Part D
plan.

              


      

    

    
      


    

    
      B            
PRESCRIPTION DRUG BENEFIT

    

    
      


    

    
      
        	
                 

              	
                1. 
      

              	MA-PD
      Sponsor agrees to provide the required prescription drug coverage as
      defined under 42 CFR §423.100 and, to the extent applicable, supplemental
      benefits as defined in 42 CFR §423.100 and in accordance with Subpart C of
      42 CFR Part 423. MA-PD Sponsor also agrees to provide Part D benefits as
      described in the MA-PD Sponsor's Part D bid(s) approved each year by CMS
      (and in the Attestation of Benefit Plan and Price, attached
      hereto).
	 	2.	
                MA-PD
      Sponsor agrees to calculate and collect beneficiary Part D premiums in
      accordance with 42 CFR §§423.286 and 423.293.

              
	 	3.	
                If
      the MA-PD Sponsors is a cost plans sponsor, it acknowledge that its Part D
      benefit is offered as an optional supplemental service in accordance with
      42 CFR §417.440(b)(2)(ii).

              


      

    

    
      
      

    

    
      
      

    

    
      


    

    
      C.            DISSEMINATION
OF PLAN INFORMATION

    

    
      


    

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

    

    
      
        	 	2. 	
                 

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

              
	 	3. 	
                 

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

              


      

       

    

    
      D     
       QUALITY ASSURANCE/UTILIZATION
MANAGEMENT

    

    
      


    

    
                     
MA-PD Sponsor agrees to operate quality assurance, cost, and utilization
management, medication therapy management programs, and support electronic
prescribing in

                    
 accordance with Subpart D of 42 CFR Part 423.

    

    
      


    

    
      E           
  APPEALS AND GRIEVANCES

    

    
      


    

    
                     
MA-PD Sponsor agrees to comply with all requirements in Subpart M of 42 CFR Part
423 governing coverage determinations, grievances and appeals, and
formulary

                    
 exceptions. MA-PD Sponsor acknowledges that these requirements are
separate and distinct from the appeals and grievances requirements applicable to
the MA-PD

                      Sponsor
through the operation of its Part C or cost plan benefits.

    

    
       

      3

    

    
      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

F.         
   PAYMENT TO MA-PD SPONSOR

    

     

    
      	 	 1.	
              MA-PD
      Sponsor and CMS agree that payment paid for Part D services under the
      addendum will be governed by the rules in Subpart G of 42 CFR Part
      423.

            
	 	 2.	
               

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

            


    

     

    
      G.      
      BID SUBMISSION AND REVIEW

    

    
      


    

    
                      If
the MA-PD Sponsor intends to participate in the Part D program for the future
year, MA-PD Sponsor agrees to submit a future year's Part D bid, including all
required

          
           information on
premiums, benefits, and cost-sharing, by the applicable due date, as provided in
Subpart F of 42 CFR Part 423 so that CMS and the MA-PD Sponsor may

                      conduct
negotiations regarding the terms and conditions of the proposed bid and benefit
plan renewal. MA-PD Sponsor acknowledges that failure to submit a timely bid
under

                     
this section may affect the sponsor's ability to offer a Part C plan, pursuant
to the provisions of 42 CFR §422.4(c).

    

    
      


    

    
      H.            COORDINATION
WITH OTHER PRESCRIPTION DRUG COVERAGE

    

    
      


    

    
      
        	
                 

              	
                1.

              	MA-PD
      Sponsor agrees to comply with the coordination requirements with State
      Pharmacy Assistance Programs (SPAPs) and plans that provide other
      prescription drug coverage as described in Subpart J of 42 CFR Part
      423.
	 	 	 
	 	2. 	
                MA-PD
      Sponsor agrees to comply with Medicare Secondary Payer procedures as
      stated in 42 CFR §423.462.

              


      

    

    
      


    

    
      
      

    

    
      I.             
SERVICE AREA AND PHARMACY ACCESS

    

    
      


    

    
      
        	
                 

              	
                1.

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

              
	 	 	 
	 	2.	The
      MA-PD Sponsor agrees to ensure adequate access to Part D-covered drugs at
      out-of-network
      pharmacies according to 42 CFR §423.124.
	 	 	 
	 	3. 	
                MA-PD
      Sponsor agrees to provide benefits by means of point-of-service systems to
      adjudicate prescription drug claims in a timely and efficient manner in
      compliance with CMS standards, except when necessary to provide access in
      underserved areas, I/T/U pharmacies (as defined in 42 CFR §423.100), and
      long-term care pharmacies (as defined in 42 CFR
  §423.100).

              


      

    

    
          

    

    
      4

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

    

    
      
        	
                 

              	4. 	
                MA-PD
      Sponsor agrees to contract with any pharmacy that meets the MA-PD
      Sponsor's reasonable and relevant standard terms and conditions. If MA-PD
      Sponsor has demonstrated that it historically fills 98% or more of its
      enrollees' prescriptions at pharmacies owned and operated by the MA-PD
      Sponsor (or presents compelling circumstances that prevent the sponsor
      from meeting the 98% standard or demonstrates that its Part D plan design
      will enable the sponsor to meet the 98% standard during the contract
      year), this provision does not apply to MA-PD Sponsor's
    plan.

              
	 	 	 
	 	5. 	
                The
      provisions of 42 CFR §423.120(a) concerning the TRICARE retail pharmacy
      access standard do not apply to MA-PD Sponsor if the Sponsor has
      demonstrated to CMS that it historically fills more than 50% of its
      enrollees' prescriptions at pharmacies owned and operated by the MA-PD
      Sponsor. MA-PD Sponsors excused from meeting the TRICARE standard are
      required to demonstrate retail pharmacy access that meets the requirements
      of 42 CFR §422.112 for a Part C contractor and 42 CFR §417.416(e) for a
      cost plan contractor.

              


      

    

    
      


    

    
    

    
      J.             
COMPLIANCE PLAN/PROGRAM INTEGRITY 

    

    
      


    

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

    

    
      


    

    
      K.           
LOW-INCOME SUBSIDY

    

    
      


    

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

    

    
      


    

    
      L.             BENEFICIARY
FINANCIAL PROTECTIONS

    

    
      


    

    
                      
The MA-PD Sponsor agrees to afford its enrollees protection from liability for
payment of fees that are the obligation of the MA-PD Sponsor in accordance with
42

    

    
                      
CFR §423.505(g).

    

    
      


    

    
      M.            RELATIONSHIP
WITH RELATED ENTITIES, CONTRACTORS, AND SUBCONTRACTORS

    

    
      


    

    
      
        	
                 

              	
                1.

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

              
	 	 	 
	 	2. 	
                The
      MA-PD Sponsor shall ensure that any contracts or agreements with
      subcontractors or agents performing functions on the MA-PD Sponsor's
      behalf related to the operation of the Part D benefit are in compliance
      with 42 CFR §423.505(i).

              


      

    

    
      


    

    
      
      

    

    
      5

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      N.           
CERTIFICATION OF DATA THAT DETERMINE PAYMENT

    

    
       

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

    

    
       

      O.            MA-PD
SPONSOR REIMBURSEMENT TO PHARMACIES

       

    

    
      
        	
                 

              	 1.	
                If
      an MA-PD Sponsor uses a standard for reimbursement of pharmacies based on
      the cost of a drug, MA-PD Sponsor will update such standard not less
      frequently than once every 7 days, beginning with an initial update on
      January 1 of each year, to accurately reflect the market price of the
      drug.

              
	 	 	 
	 	2. 	
                Effective
      January 1, 2010, MA-PD Sponsor will issue, mail, or otherwise transmit
      payment with respect to all claims submitted by pharmacies (other man
      pharmacies that dispense drugs by mail order only, or are located in, or
      contract with, a long-term care facility) within 14 days of receipt of an
      electronically submitted claim or within 30 days of receipt of a claim
      submitted otherwise.

              
	 	 	 
	 	3.	
                Effective
      January 1, 2010, MA-PD Sponsor must ensure that a pharmacy located in, or
      having a contract with, a long-term care facility will have not less than
      30 days (but not more than 90 days) to submit claims to PDP Sponsor for
      reimbursement.

              
	 	 	 


      

    

    
       

    

    
      Article III 

      Record Retention and Reporting
Requirements

    

    
      


    

    
      A.          
 MAINTENANCE OF RECORDS

    

    
                     


                     
MA-PD Sponsor agrees to maintain records and provide access in accordance with
42 CFR §§423.504(d), 423.505(b)(10), (d), and (e), and
423.505(i)(2)(ii).

    

    
      


    

    
      B.          
  GENERAL REPORTING REQUIREMENTS

    

    
      


    

    
                     
The MA-PD Sponsor agrees to submit to information to CMS according to 42 CFR
§§423.505(f), 423.514, and the "Final Medicare Part D Reporting Requirements," a
document

                     
issued by CMS and subject to modification each program year.

    

    
      


    

    
      C.        
    CMS LICENSE FOR USE OF PLAN FORMULARY

    

    
      


    

    
                     
PDP Sponsor agrees to submit to CMS each plan's formulary information, including
any changes to its
formularies, and hereby grants to the Government^ and any person or 

                     
entity who might receive the formulary from the Government,] a non­exclusive
license to use all or any portion of the formulary for any purpose related to
the administration of 

                     
the Part D program, including without limitation publicly distributing,
displaying, publishing or reconfiguration of the information in any medium, including www.medicare.gov, 

                     
and by any electronic, print or other means of distribution.

    

    
      


    

    
      6


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Article
IV

    
      HIPAA
Transactions/Privacy/Security

    

    
      


    

    
      
        	
                A.

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

              


      

    

    
      
      

    

    
      


    

    
      
        	
                B.

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

              


      

    

    
      
      

    

    
       

    

    
      Article
V

    

    
      Addendum
Term and Renewal

    

    
      


    

    
      A.       
    TERM OF ADDENDUM

    

    
      


    

    
                     
This addendum is effective from the date of CMS' authorized representative's
signature
through December 31, 2009. This addendum shall be renewable for successive
one-year 

                     
periods thereafter according to 42 CFR §423.506. MA-PD Sponsor shall not conduct
Part D-related marketing activities prior to October 1, 2008 and shall not
process

                    
 enrollment applications prior to November 15, 2008. MA-PD Sponsor
shall begin delivering Part D benefit services on January 1,
2009.

    

    
      


    

    
      B.        
    QUALIFICATION TO RENEW ADDENDUM

    

    
      


    

    
      
        	
                 

              	
                1.

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

              


      

    

    
      
      

    

    
      
        	
                 

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

              
	 	(b)	
                CMS
      has not provided the PDP Sponsor with a notice of intention not to
      renew.

              


      

    

    
      
      

    

    
       

                     
2.    Although MA-PD Sponsor may be determined qualified to renew
its addendum under
this Article, if the MA-PD Sponsor and CMS cannot reach agreement on the Part D


                            
bid under Subpart F of 42 CFR Part 423, no renewal takes place, and the failure
to reach agreement is not subject to the appeals provisions in Subpart N of 42
CFR Parts 422

                           
 or 423. (Refer to Article XI for consequences of non­renewal on the
Part C contract and the ability to enter into a Part C
contract.)

    

    
       

    

    
      7

    


    
      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

    

    
      Article
VI

    

    
      Nonrenewal
of Addendum

    

    
      


    

    
      A.        
   NONRENEWAL BY THE MA-PD SPONSOR

    

    
      


    

    
      
        	
                 

              	
                1.

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

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

              


      

    

    
      
      

    

    
      


    

    
      B.       
     NONRENEWAL BY CMS

    

    
      
 

    

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

                     
into a Part C contract.)

    

    
      


    

    
      Article
VII

    

    
      Modification
or Termination of Addendum by Mutual Consent

    

    
      


    

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

    

    
      


    

    
      Article
VIII

    

    
      Termination
of Addendum by CMS

    

    
      


    

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

    

    
      


    

    
      Article
IX

    

    
      Termination
of Addendum by the MA-PD Sponsor

    

    
      


    

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

    

    
      


    

    
      
        	
                B.

              	
                CMS
      will not enter into a Part D addendum with an organization that has
      terminated its
      addendum within the preceding 2 years unless there are circumstances that
      warrant 

                  special
      consideration, as determined by
CMS.

                

              


      

    

    
      
      

    

    
      
      

    

    
      


    

    
      
        	
                C.

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

              


      

    

    
      
      

    

    
       

    

    
      8

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      Article
X

    

    
      Relationship
Between Addendum and Part C Contract or 1S76 Cost Contract

    

    
      


    

    
      
        	
                A.

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

              


      

    

    
      


    

    
      
        	
                B.

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

              


      

    

    
       

    

    
      
        	
                C.

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

              


      

    

    
      


    

    
      Article
XI 

      Intermediate
Sanctions

    

    
      


    

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


    

    
      


    

    
      Article
XII 

      Severability

    

    
      


    

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


    

    
      


    

    
      Article
XII 

      Miscellaneous

    

    
      


    

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

    

    
      


    

    
      9

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      
        
        

      

    

    
      
        	
                B.

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

              


      

    

    
      


    

    
      
        	
                C.

              	
                ADDITIONAL
      CONTRACT TERMS: The MA-PD Sponsor agree to include in this addendum other
      terms and conditions in accordance with 42 CFR
  §423.5050.

              


      

    

    
      


    

    
      
        	
                D.

              	
                CMS
      APPROVAL TO BEGIN MARKETING AND ENROLLMENT ACTIVITIES: The MA-PD Sponsor
      agrees that it must complete CMS operational requirements related to its
      Part D benefit prior to receiving CMS approval to begin MA-PD plan
      marketing activities relating to its Part D benefit. Such activities
      include, but are not limited to, establishing and successfully testing
      connectivity with CMS systems to process enrollment applications (or
      contracting with an entity qualified to perform such functions on MA-PD
      Sponsor's behalf) and successfully demonstrating the capability to submit
      accurate and timely price comparison data. To establish and successfully
      test connectivity, the PDP Sponsor must, 1) establish and test physical
      connectivity to the CMS data center, 2) acquire user identifications and
      passwords, 3) receive, store, and maintain data necessary to perform
      enrollments and send and receive transactions to and from CMS, and 4)
      check and receive transaction status
  information.

              


      

    

    
       

    

    
      10

    

    
      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      
        PART
C/D BENEFIT PLAN(S) DESCRIPTION 

        TO
BE ATTACHED TO MA CONTRACT

         

        
          SECTION
1876/PART D OPTIONAL SUPPLEMENTAL BENEFIT PLAN 

          DESCRIPTION
TO BE ATTACHED TO SECTION 1876 CONTRACT

        

      

    

    
      
      

    

    
      


    

    
      
      

    

    
      In
witness whereof, the parties hereby execute this Addendum.

    

    
      


    

    
      FOR THE
MA ORGANIZATION

    

    
      


    

    
      	
              Heath
      Schiesser

              Printed
      Name

            	
              President and
      CEO

              Title

            
	
               

              /s/ Heath
      Schiesser

              Signature

            	
               

              9/5/08

              Date

            
	
               

              WellCare Health
      Insurance of Arizona, Inc.

              Organization

            	
               

              8735 Henderson Rd,
      Tampa, FL 33634

              Address

            


    

    
      


    

    
      FOR THE
CENTERS FOR MEDICARE & MEDICAID SERVICES

    

    
      


    

    
      	
              /s/ Cynthia Tudor,
      Ph.D.

              Director

              Medicare
      Drug Benefit Group and C & D Data Group

              Center
      for Drug and Health Plan Choice

            	
              9/19/08

              Date

            
	 
      	 
      


    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      Medicare
Advantage Attestation of Benefit Plan

    

    
      WELLCARE
HEALTH INSURANCE OF ARIZONA, INC.

    

    
      H2491


    

    
      Date:
08/29/2008

    

    
       

    

    
      I attest
that I have examined the Plan Benefit Packages (PBPs) identified below and that
the benefits identified in the PBPs are those that the above-stated organization
will make available to eligible beneficiaries in the approved service area
during program year 2009. I further attest that we have reviewed the bid pricing
tools (BPTs) with the certifying actuary and have determined them to be
consistent with the PBPs being attested to here.

    

    
      


    

    
      I further
attest that these benefits will be offered in accordance with all applicable
Medicare program authorizing statutes and regulations and program guidance that
CMS has issued to date and will issue during the remainder of 2008 and 2009,
including but not limited to, the 2009 Call Letter, the 2009 Solicitations for
New Contract Applicants, the Medicare Prescription Drug Benefit Manual, the
Medicare Managed Care Manual, and the CMS memoranda issued through the Health
Plan Management System (HPMS).

    

    
      


    

    
      


    

    
      	
               

              Plan
      ID

            	
               

              Segment

              ID

            	
               

              Version

            	
               

              Plan
      Name

            	
               

              Plan
      

              Type

            	
               

              Transaction
      

              Type

            	
               

              MA
      

              Premium

            	
               

              Part
      D

              Premium

            	
               

              CMS
      Approval 

              Date

            	
               

              Effective
      

              Date

            
	
               

              001

            	
               

              0

            	
               

              9

            	
               

              ‘Ohana
      Reserve

            	
               

              HMO

            	
               

              Initial

            	
               

              0.00

            	
               

              25.00

            	
               

              08/29/2008

            	
               

              01/01/2008

            
	
               

              002

            	
               

              0

            	
               

              9

            	
               

              ‘Ohana
      Value

            	
               

              HMO

            	
               

              Initial

            	
               

              0.00

            	
               

              00.00

            	
               

              08/29/2008

            	
               

              01/01/2009

            


    

    
      


    

    
      Page 1 of
2    - WELLCARE HEALTH INSURANCE OF ARIZONA, INC. -
H2491 - 08/29/2008

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


    

    
      	
              /s/ Heath
      Schiesser

              CEO/President

              8735
      Henderson Road

              Tampa,
      FL 33634

              813-290-6205

            	
              9/5/08

              Date

            
	
               

              /s/ Thomas L.
      Tran

              CFO:

              Tom
      Tran

              8735
      Henderson Road

              Tampa,
      FL

              813-290-6200
      (1770)

               

            	
               

              9/5/08

              Date

            


    

    
       

    

    
      Page 2 of 2   -
WELLCARE HEALTH INSURANCE OF ARIZONA, INC. - H2491 -
08/29/2008