Exhibit 10.102


 


AMENDMENT


TO


CALIFORNIACARE
MEDICAL SERVICES AGREEMENT


BETWEEN


BLUE
CROSS OF CALIFORNIA


AND


Professional
Care IPA


 


This Amendment to the
CaliforniaCare Medical Services Agreement is entered into at Woodland Hills,
Los Angeles County, California, and will be effective as of January 1,
2002 between Blue Cross of California and its Affiliates (“BLUE CROSS”) and
Professional Care IPA (“PARTICIPATING MEDICAL GROUP”).


 


RECITALS


 


A.            BLUE
CROSS and PARTICIPATING MEDICAL GROUP have previously entered into a
CaliforniaCare Medical Services Agreement, effective 11/01/99 (as may have been
amended, the “Agreement”).


 


B.            The
parties now desire to amend the Agreement.


 


NOW,
THEREFORE, IT IS AGREED:


 


1.             Article II
of the Agreement is hereby amended as follows:


 


A.            The
following Sections are hereby deleted from Article II: 2.01 (Adjusted Per
Member Per Month Non-Capitated Expense), 2.03 (Age/Sex Factors), 2.06
(Attachment Point), 2.20 (Case Management Stop-Loss Threshold), 2.40
(Non-Capitated Expenses), 2.41 (Non-Capitated Performance Settlement), 2.42
(Non-Capitated Performance Settlement Schedule), 2.48 (Outpatient Prescription
Drug Expense), 2.49 (Outpatient Prescription Drug Settlement), 2.50 (Outpatient
Prescription Drug Settlement Schedule), 2.52 (Per Member Per Month
Non-Capitated Expense), 2.53 (Per Member Per Month (PMPM) Outpatient
Prescription Drug Expense), 2.54 (Plan Factors), 2.60 (Region Factor) and 2.64
(Stop-Loss Factor).


 


B.            The
following sections are hereby added to Article II:


 


2.69.1      “Generic outpatient prescription
drug(s)” means an outpatient prescription drug identified as a
generic by BLUE CROSS or First Data Bank and refers to an outpatient
prescription drug product having the same active ingredients as a brand or
trade name product.


 


2.70.1      “Generic Outpatient Prescription
Drug Utilization Incentive” means an amount paid to PARTICIPATING
MEDICAL GROUP based on the prescription of generic outpatient prescription
drugs to Members assigned to PARTICIPATING MEDICAL GROUP who have an outpatient
prescription drug benefit included in their Benefit Agreement.


 


2.71.1      “Generic Outpatient Prescription
Drug Utilization Incentive Schedule” means a schedule of
incentive amounts associated with varied levels of prescription of generic
outpatient prescription drugs to Members assigned to PARTICIPATING MEDICAL
GROUP who have an outpatient prescription drug benefit included in their
Benefit Agreement.  This
Schedule is set forth in Exhibit H attached and incorporated herein.


 


 


 


 












*** Confidential Information omitted and filed separately with the
Securities and Exchange Commission.


 


1

















2.72.1      “GOPDU Attachment Point” is the
point at which no Generic Outpatient Prescription Drug Utilization Incentive
shall be paid if PARTICIPATING MEDlCAL GROUP’s GOPDU (as defined in
Section 10.1 of this Agreement) is less than or equal to that amount.  The GOPDU Attachment Point is shown on the
Generic Outpatient Prescription Drug Utilization Incentive Schedule, as set
forth on Exhibit H attached and incorporated herein.


 


2.73.1      “Scorecard Percentile Attachment
Point” is the point at which no Quality/Best Practices Scorecard
Incentive shall be paid if PARTICIPATING MEDICAL GROUP’s percentile ranking
(rounded to the nearest whole number) of its results on the Quality/Best
Practices Scorecard is less than or equal to such point.  The Scorecard Percentile Attachment Point is
shown on the Quality/Best Practices Scorecard Incentive Schedule, as set forth
on Exhibit I attached and incorporated herein.


 


2.             Article IX
of the Agreement is hereby deleted and replaced in its entirety with the
following:


 


IX.           NON-CAPITATED
SERVICES


 


9.01         Billing for Non-Capitated
Services shall be as follows:


 


A.            The
provider of Non-Capitated Services may bill BLUE CROSS directly, in which case,
BLUE CROSS shall reimburse said provider within forty-five (45) working days
following receipt of a clean, undisputed claim accompanied by an authorization
from PARTICIPATING MEDICAL GROUP; or


 


B.            The
provider of Non-Capitated Services may bill PARTICIPATING MEDICAL GROUP, in
which case, PARTICIPATING MEDICAL GROUP shall bill BLUE CROSS for
reimbursement.  BLUE CROSS shall
reimburse PARTICIPATING MEDICAL GROUP within forty-five (45) working days
following BLUE CROSS’ receipt of a clean undisputed claim from PARTICIPATING
MEDICAL GROUP, on the condition that such claim shall be submitted to BLUE
CROSS no later than twelve (12) months after the date of service.  This section shall only apply for the
following Non-Capitated Services: mammography services, DME, prosthetics and
injectable medications (including chemotherapy drugs and infused substances).


 


In either case described above,
BLUE CROSS shall pay contracting providers at the rate negotiated between BLUE
CROSS and said provider.  In the case of
non-contracting providers, BLUE CROSS shall pay the lesser of: the actual
billed charges, or the maximum allowable rate according to the BLUE CROSS
Customary and Reasonable charges, or the rate arranged for by a CALIFORNIACARE
Case Manager.


 


3.             Article X
of the Agreement is hereby deleted and replaced in its entirety with the
following:


 


X.            GENERIC
OUTPATIENT PRESCRIPTION DRUG UTILIZATION


 


10.01       Calculating PARTICIPATING MEDICAL
GROUP’s Generic Outpatient Prescription Drug Utilization (“GOPDU”).


 


PARTICIPATING MEDICAL GROUP’s
Generic Outpatient Prescription Drug Utilization (“GOPDU”) is the quotient
(rounded to the nearest whole number) of (i) the number of generic outpatient
prescriptions written during each calendar year for


 


2

















 


Members assigned to PARTICIPATING
MEDICAL GROUP who have an outpatient prescription drug benefit included in
their Benefit Agreement and paid for by BLUE CROSS as specified below, divided
by (ii) the total number of outpatient prescriptions (generic, brand and trade
name) written during each calendar year for Members assigned to PARTICIPATING
MEDICAL GROUP who have an outpatient prescription drug benefit included in
their Benefit Agreement and paid for by BLUE CROSS as specified below.


 


After the end of each calendar
year BLUE CROSS shall calculate the GOPDU for PARTICIPATING MEDICAL GROUP based
on the prescriptions written for Members assigned to PARTICIPATING MEDICAL
GROUP who have an outpatient prescription drug benefit included in their
Benefit Agreement and the pharmacy claims paid for such prescriptions during
such prior calendar year through March 31st after year-end.  Beginning in year two (2) of this Agreement,
all outpatient drug prescriptions on pharmacy claims received after calculation
of the final Generic Outpatient Prescription Drug Utilization Incentive will be
included in the following year’s GOPDU calculation.


 


10.02       Generic Outpatient Prescription
Drug Utilization Incentive Schedule


 


To be eligible for a Generic
Outpatient Prescription Drug Utilization Incentive, PARTICIPATING MEDICAL GROUP
must have participated in BLUE CROSS’s CaliforniaCare network for a minimum of
nine (9) months during the applicable calendar year.


 


The Generic Outpatient
Prescription Drug Utilization Incentive Schedule set forth in Exhibit H
will be the basis for determining any Generic Outpatient Prescription Drug
Utilization Incentive to PARTICIPATING MEDICAL GROUP.


 


10.03       Calculating the Generic
Outpatient Prescription Drug Utilization Incentive


 


If PARTICIPATING MEDICAL GROUP’s
GOPDU is greater than the GOPDU Attachment Point, as described in Exhibit H,
PARTICIPATING MEDICAL GROUP will be entitled to receive a Generic Outpatient
Prescription Drug Utilization Incentive, as determined in accordance with
Exhibit H; provided that PARTICIPATING MEDICAL GROUP meets the eligibility
requirement set forth in Section 10.02 above.


 


The amount of the Generic
Outpatient Prescription Drug Utilization Incentive will be based on the
applicable PMPM incentive calculation under Exhibit H multiplied by
PARTICIPATING MEDICAL GROUP’s Member Months for the calendar year for Members
with outpatient prescription drug benefits in their Benefit Agreement.  Within one hundred eighty (180) days after
the end of the calendar year, BLUE CROSS will pay any Generic Outpatient
Prescription Drug Utilization Incentive that is due PARTICIPATING MEDICAL GROUP
for the previous calendar year. 
Notwithstanding the foregoing, in the event this Agreement is terminated,
BLUE CROSS shall calculate the Generic Outpatient Prescription Drug Utilization
Incentive in accordance with this Article X and shall pay PARTICIPATING
MEDICAL GROUP the applicable Generic Outpatient Prescription Drug Utilization
Incentive within 180 days after the date of termination.


 


3

















 


PARTICIPATING MEDICAL GROUP shall
review such incentive payment and/or any statement showing the calculation of
such incentive payment prepared by BLUE CROSS and shall within forty-five (45)
days of receipt, notify BLUE CROSS in writing of any problem or discrepancy,
otherwise the right to challenge the amount and/or the calculation of the
incentive shall be deemed waived by PARTICIPATING MEDICAL GROUP.


 


4.             Article XI
of the Agreement is hereby deleted and replaced in its entirety with the
following:


 


XI.           QUALITY/BEST
PRACTICES SCORECARD INCENTIVE


 


After the end of each calendar
year BLUE CROSS will evaluate PARTICIPATING MEDICAL GROUP’s performance during
such prior calendar year in certain areas related to quality of care,
compliance with administrative requirements and service delivery to Members
using a scorecard.  PARTICIPATING
MEDICAL GROUP will be notified of the scorecard parameters and scoring
methodology prior to the start of each year.


 


BLUE CROSS will rank
PARTICIPATING MEDICAL GROUP’s scorecard result with all other participating
medical groups’ scorecard results.  If
PARTICIPATING MEDICAL GROUP’s percentile ranking (rounded to the nearest whole number)
exceeds the Scorecard Percentile Attachment Point set forth on attached Exhibit
I.  PARTICIPATING MEDICAL GROUP will be
entitled to receive a Quality/Best Practices Scorecard Incentive calculated in
accordance with Exhibit I, provided that PARTICIPATING MEDICAL GROUP
participated in BLUE CROSS’s CaliforniaCare network for a minimum of nine (9)
months during the applicable calendar year.


 


If PARTICIPATING MEDICAL GROUP’s
member satisfaction survey results are not available or another component(s) of
the scorecard were not evaluated, BLUE CROSS will extrapolate PARTICIPATING
MEDICAL GROUP’s available scorecard result and then will rank such result with
all other participating medical group’s scorecard results and use Exhibit I to
determine the amount of any Quality/Best Practices Scorecard Incentive, as set
forth in the above paragraph.  BLUE
CROSS will notify PARTICIPATING MEDICAL GROUP of its scorecard result and its
ranking within 180 days after the end of the applicable calendar year.


 


Any Quality/Best Practices
Scorecard Incentive payable to PARTICIPATING MEDICAL GROUP in accordance with
the PMPM Quality/Best Practices Scorecard Incentive Schedule shown in
Exhibit I will be made within 180 days after the end of the calendar year for
which it is based.  Notwithstanding the
foregoing, in the event this Agreement is terminated, BLUE CROSS shall
calculate PARTICIPATING MEDICAL GROUP’s Quality/Best Practices Scorecard
Incentive payment in accordance with this Article XI and shall pay any
such incentive payment within 180 days after the date of termination.


 


PARTICIPATING MEDICAL GROUP shall
review such incentive payment and/or any statement showing the calculation of
such incentive payment prepared by BLUE CROSS and shall within forty-five (45)
days of receipt, notify BLUE CROSS in writing of any problem or discrepancy;
otherwise the right to challenge the amount and/or the calculation of the
incentive shall be deemed waived by PARTICIPATING MEDICAL GROUP.


 


5.             Exhibit
F of the Agreement is hereby deleted in its entirety.


 


4

















 


6.             Exhibits
H and I of the Agreement are hereby deleted and replaced in their entirety with
Exhibits H and I attached and incorporated herein.


 


Upon acceptance of the parties, this
Amendment, as of the date specified on page one hereof, shall become a part of
the Agreement, and all provisions of the Agreement not specifically
inconsistent herewith shall remain in full force and effect.


 


 


	
  BLUE
  CROSS OF CALIFORNIA

  	
  PARTICIPATING MEDICAL GROUP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Barry Ford

  	
   

  	
  /s/ Richard Shinto. MD

  	
   

  
	
  Signature

  	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Richard Shinto. MD

  	
   

  
	
  Barry
  Ford

  	
   

  	
  Print
  Name

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.28.02

  	
   

  	
  Medical Director

  	
  1/28/02

  	
   

  
	
  Vice
  President

  	
  Date

  	
   

  	
  Title

  	
  Date

  	
   

  
						



 


5

















EXHIBIT
H


 


Generic
Outpatient Prescription Drug Utilization Incentive Schedule


 


Calculation of Generic Outpatient Prescription Drug
Utilization Incentive:


 


1)             Identify
the payment band that contains the PARTICIPATING MEDICAL GROUP’s Generic
Outpatient Prescription Drug Utilization (“GOPDU”).


 


2)             Calculate
the difference between PARTICIPATING MEDICAL GROUP’s GOPDU and the low value of
the payment band.


 


3)             Multiply
the result from Step 2 by the payment multiplier for the payment band.


 


4)             Add
the result from Step 3 to the minimum payment amount for the payment band to
get the PMPM GOPDU Incentive.


 


5)             Multiply
the PMPM GOPDU Incentive from Step 4 by the PARTICIPATING MEDICAL GROUP’s
Member Months for the calendar year (for Members with outpatient prescription
drug benefits in their Benefit Agreement) to calculate the GOPDU Incentive.


 


	
  Band

  	
   

  	
  GOPDU

  	
   

  	
  Payment

  Multiplier

  	
   

  	
  Minimum
  Payment

  PMPM

  	
   

  	
  Maximum
  Payment

  PMPM

  	
   

  
	
  Low

  	
   

  	
  High

  
	
  1

  	
   

  	
  0

  	
  %

  	
  47

  	
  %

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2

  	
   

  	
  48

  	
  %*

  	
  51

  	
  %

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  3

  	
   

  	
  52

  	
  %

  	
  55

  	
  %

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  4

  	
   

  	
  56

  	
  %

  	
  59

  	
  %

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  5

  	
   

  	
  60

  	
  %

  	
  63

  	
  %

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  6

  	
   

  	
  64

  	
  %

  	
  >64

  	
  %

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
																	



 


PARTICIPATING MEDICAL
GROUP’s that have a GOPDU over *** will get a maximum payment of *** PMPM based
on the number of Members with outpatient prescription drug benefits in their
Benefit Agreement.


 


Example of Generic Outpatient Prescription Drug Utilization
Incentive Calculation:


 


Assume: PARTICIPATING MEDICAL GROUP has GOPDU of ***; and
there are *** member months


 


(1)           Identify the payment band that contains the PARTICIPATING MEDICAL
GROUP’s GOPDU.  PARTICIPATING MEDICAL GROUP’s GOPDU of 62% falls
between the low and high values of payment band 5


 


(2)           Calculate the difference between PARTICIPATING MEDICAL GROUP’s GOPDU and
the low value for the payment band.


*** - *** = ***


 


(3)           Multiply the result from Step 2 by the payment multiplier for the
payment band.


$*** x $*** = $***


 


(4)           Add the result from Step 3 to the minimum payment amount for the payment
band to get the PMPM GOPDU Incentive.


$*** + $***
= $*** PMPM GOPDU Incentive


 


(5)           Multiply the PMPM GOPDU Incentive from Step 4 by the PARTICIPATING
MEDICAL GROUPs Member Months for the calendar year to calculate the GOPDU
Incentive.


$*** PMPM x *** member months
= $***


 












*GOPDU Attachment Point


 


H-1

















 


EXHIBIT I


 


Quality/Best Practices Scorecard Incentive Schedule


 


PARTICIPATING MEDICAL
GROUP can receive a maximum payment of $4.50 PMPM.


 


Calculation of the
Quality/Best Practices Scorecard Incentive Payment:


 


1)             Identify
the payment band that contains PARTICIPATING MEDICAL GROUP’s percentile ranking
(rounded to the nearest whole number) based its result from the Quality/Best
Practices Scorecard.


2)             Calculate
the difference between PARTICIPATING MEDICAL GROUP’s Quality/Best Practices
Scorecard percentile ranking (rounded to the nearest whole number) and the low
percentile ranking of the payment band.


3)             Multiply
the result from Step 2  by the
payment multiplier for the payment band.


4)             Add the
result from Step 3 to the minimum payment amount for the payment band to get
the PMPM Quality/Best Practices Scorecard Incentive.


5)             Multiply
the PMPM Quality/Best Practices Scorecard Incentive from Step 4 by
PARTICIPATING MEDICAL GROUP’s Member Months for the calendar year to calculate
the Quality/Best Practices Scorecard Incentive payment.


 


	
  Band

  	
   

  	
  Scorecard
  Percentile Ranking

  	
   

  	
  Payment

  Multiplier

  	
   

  	
  Minimum Payment

  PMPM

  	
   

  	
  Maximum
  Payment 

  PMPM

  	
   

  
	
  Low

  	
   

  	
  High

  
	
  1

  	
   

  	
  0

  	
  %

  	
  19

  	
  %

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2

  	
   

  	
  20

  	
  %*

  	
  39

  	
  %

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  3

  	
   

  	
  40

  	
  %

  	
  59

  	
  %

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  4

  	
   

  	
  60

  	
  %

  	
  79

  	
  %

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
	
  5

  	
   

  	
  80

  	
  %

  	
  100

  	
  %

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  	
  $

  	
  ***

  	
   

  
																	



 


Example of
Quality/Best Practices Scorecard Incentive Payment Calculation:


 


Assume:
PARTICIPATING MEDICAL GROUP’s performance on the scorecard places it in the *** percentile rank, and
there are 100,000 member months


 


(1)           Identify
the payment band that contains PARTICIPATING MEDICAL GROUP’s percentile ranking
(rounded to the nearest whole number) based on its result from the Quality/Best
Practices Scorecard


 


PARTICIPATING
MEDICAL GROUP’s ranking of *** falls between the low and high percentile rankings of payment
band 5


 


(2)           Calculate
the difference between PARTICIPATING MEDICAL GROUP’s Quality/Best Practices
Scorecard percentile ranking (rounded to the nearest whole number) and the low
percentile ranking for the payment band.


*** - *** = ***


 


(3)           Multiply
the result from Step 2 by the payment multiplier for the payment band.


$*** x $*** = $***


 


(4)           Add the
result from Step 3 to the minimum payment amount for the payment band to get
the PMPM Quality/Best Practices Scorecard Incentive.


$*** + $*** = $*** PMPM Quality/Best Practices Scorecard Incentive


 


(5)           Multiply
the PMPM Quality/Best Practices Scorecard Incentive from Step 4 by
PARTICIPATING MEDICAL GROUP’s Member Months for the calendar year to calculate
the Quality/Best Practices Scorecard Incentive payment.


$***PMPM x *** member months = $***, 000 Quality/Best Practices Scorecard Incentive Payment


 












* Scorecard Percentile Attachment Point


 


I-1