EXHIBIT 10.23
AMENDMENT NO.2 TO CHILDREN'S HEALTH INSURANCE PROGRAM AGREEMENT
FOR THE PROVISION OF HEALTH CARE SERVICES BETWEEN
THE TEXAS HEALTH AND HUMAN SERVICES COMMISSION AND
AMERIGROUP TEXAS, INC.
ARTICLE 1. PURPOSE
The Texas Health and Human Services Commission (HHSC) and Americaid
Texas, Inc. d/b/a Americaid Community Care (CONTRACTOR) amend the following
sections of the original Children's Health Insurance Program (CHIP) Agreement
for the Provision of Health Care Services (HHSC Contract No. 529-00-139).
This amendment is executed pursuant to article 8 of the original
contract.
These amended terms become effective the day it is executed by HHSC
following execution by CONTRACTOR and terminate September 30, 2002 unless
extended by mutual agreement of the parties or terminated sooner in accordance
with the provisions of the original contract, as such provisions are amended in
this Amendment No. 2.
ARTICLE 2. AMENDMENT TO THE OBLIGATIONS OF THE PARTIES
Section 10.02 is amended by designating the current language (a) and a
adding a new subsection (b) as follows:
SECTION 10.02 TIME AND MANNER OF PREMIUM PAYMENT.
(b) For the second year of the Initial Term, CONTRACTOR will be
entitled to a payment in accordance with this subsection (b). CONTRACTOR will be
paid based on per member/per month premiums and new and current enrollment
figures (including disenrollment adjustments to previous monthly enrollment
totals). The Administrative Services Contractor will convey premiums payable
information to CONTRACTOR for data reconciliation and to the Management Services
Contractor. CONTRACTOR must reconcile the data and report any errors to the
Management Services Contractor by the cut-off date of the next month. The
Management Services Contractor will pay CONTRACTOR by the first business day
following the 14th day of each month. CONTRACTOR must accept payment for
premiums by direct deposit into CONTRACTOR's account. For the second year of the
Initial Term, these premium rates are:
------------------------------------------------------------
CSA # 2 Under Age 1 Ages 1-5 Ages 6-14 Ages 15-18
------------------------------------------------------------
$ 436.72 $ 88.89 $ 58.21 $ 115.81
------------------------------------------------------------
------------------------------------------------------------
CSA # 6 Under Age 1 Ages 1-5 Ages 6-14 Ages 15-18
------------------------------------------------------------
$ 484.57 $ 98.63 $ 64.63 $ 129.58
------------------------------------------------------------
Page 1 of 2
CONTRACTOR does not ▇▇▇▇ HHSC, the Administrative Services Contractor,
other state agencies, or institutions for the monthly premium payment.
ARTICLE 3. REPRESENTATIONS AND AGREEMENTS OF THE PARTIES
The parties hereto agree that the terms of the contract identified in
article 1 of this amendment shall remain in effect and continue to govern except
to the extent modified herein.
By signing this amendment, the parties hereto expressly understand and
agree that this amendment is hereby made a part of the contract identified in
article 1 of this amendment as though it were set out word for word herein.
By signing this amendment, the parties hereto expressly ratify all
actions taken pursuant to prior amendments of this contract.
The parties have executed this amendment in their capacities as stated
below with authority to bind their organizations on the dates set form by their
signatures.
By signing this amendment, the parties hereto acknowledge CONTRACTOR'S
change of name from Americaid Texas Inc. d/b/a Americaid Community Care to
Amerigroup Texas, Inc.
AMERIGROUP TEXAS, INC. TEXAS HEALTH AND HUMAN
SERVICES COMMISSION
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Jr. /s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------- -----------------------------
Name ▇▇▇▇▇ ▇▇▇▇▇▇▇, Jr. ▇▇▇▇▇ ▇▇▇▇▇
TITLE President; CEO DIRECTOR OF PROGRAM OPERATIONS
DATE 10/24/01 DATE 10-19-01
Page 2 of 2
HHSC ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇-▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ OF ▇▇▇▇▇▇
AMENDMENT 3
TO THE AGREEMENT BETWEEN THE
HEALTH & HUMAN SERVICES COMMISSION
AND
AMERIGROUP TEXAS, INC.
FOR HEALTH SERVICES
TO THE
CHILDREN'S HEALTH INSURANCE PROGRAM
THIS CONTRACT AMENDMENT (the "Amendment") is entered into between the
HEALTH & HUMAN SERVICES COMMISSION ("HHSC"), an administrative agency within the
executive department of the State of Texas, and AMERIGROUP TEXAS, INC.
("CONTRACTOR"), a corporation organized under the laws of the State of Texas,
possessing a certificate of authority issued by the Texas Department of
Insurance to operate as a health maintenance organization and having its
principal office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇. HHSC and CONTRACTOR may be referred to in this Amendment
individually as a "Party" and collectively as the "Parties."
The Parties hereby agree to amend their original contract, HHSC contract
number ▇▇▇-▇▇-▇▇▇ (the "Agreement"), as set forth in Article 2 of this
Amendment.
ARTICLE 1. PURPOSE.
SECTION 1.01 AUTHORIZATION.
This Amendment is executed by the Parties in accordance with Article 8 of
the Agreement.
SECTION 1.02 MODIFICATIONS.
The Parties amend the following sections of the Agreement:
(1) Appendix C, entitled "Scope of Benefits," to the solicitation
instrument entitled "Children's Health Insurance Program, Health
Maintenance Organization Request for Proposals" ("RFP") which was issued by
HHSC on August 2, 1999, and is incorporated into the Agreement pursuant to
Section 4.03 of the Agreement;
(2) Section 10.02 of the Agreement, which establishes premium and
supplemental rates to be paid to CONTRACTOR for providing the Services, for
the purpose of establishing premium rates effective March 1, 2002;
(3) Section 11.06 of the Agreement, which prescribes cost-sharing
obligations of CHIP Members served by CONTRACTOR.
SECTION 1.03 EFFECTIVE DATE.
(a) General effective date of changes.
Except as provided in paragraph (b) of this Section 1.03 below, this
Amendment is effective immediately following execution by both CONTRACTOR and
HHSC and terminates on the Expiration Date of the Agreement, unless extended or
terminated sooner by HHSC in accordance with the Agreement.
HHSC Contract 529-00-139C
Page 1 of 6
(b) Notwithstanding the effective date established under paragraph (a) of
this Section 1.03, the modification of Section 10.02(b) of the Agreement is not
effective until March 1, 2002. PREMIUM RATES PAYABLE TO CONTRACTOR BEFORE MARCH
1, 2002, WILL BE PAID IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.02 AS
MODIFIED BY AMENDMENT 2 TO THIS AGREEMENT.
ARTICLE 2. AMENDMENT TO THE OBLIGATIONS OF THE PARTIES
SECTION 2.01 MODIFICATION TO APPENDIX C.
Appendix C to the RFP is amended by deleting in its entirety the row
entitled "Prescription Drugs" from the table included within Appendix C.
SECTION 2.02 MODIFICATION TO PREMIUM RATES.
Section 10.02(b) of the Agreement is modified to adjust premium rates as
follows. The premium rates are adjusted due to removal of CONTRACTOR
responsibility for pharmacy services and modifications to the cost-sharing
arrangements.
"SECTION 10.02 TIME AND MANNER OF PREMIUM PAYMENT.
(a) CONTRACTOR will be paid based on per member/per month
premiums and new and current enrollment figures (including
disenrollment adjustments to previous monthly enrollment totals).
The Administrative Services Contractor will convey premiums
payable information to CONTRACTOR for data reconciliation and to
the Management Services Contractor. CONTRACTOR must reconcile the
data and report any errors to the Management Services Contractor
by the cut-off date of the next month. The Management Services
Contractor will pay CONTRACTOR by the first business day
following the 14th day of each month. CONTRACTOR must accept
payment for premiums by direct deposit into CONTRACTOR'S account.
For the first year of the Initial Term, these premium rates are:
CSA # Under Age 1 Ages 1-5 Ages 6-14 Ages 15-18
--------------------------------------------------------------------
CSA #2 $ 424.00 $ 86.30 $ 56.51 $ 112.44
--------------------------------------------------------------------
CSA #6 $ 484.57 $ 98.63 $ 64.63 $ 129.58
--------------------------------------------------------------------
CONTRACTOR does not ▇▇▇▇ HHSC, the Administrative Services
Contractor, other state agencies, or institutions for the monthly
premium payment.
(b) For the period beginning October 1, 2001 and ending
September 30, 2002, CONTRACTOR will be entitled to a payment in
accordance with this subsection (b). CONTRACTOR will be paid
based on per member/per month premiums and new and current
enrollment figures (including disenrollment adjustments to
previous monthly enrollment totals). The Administrative Services
Contractor will convey premiums payable information to CONTRACTOR
for data reconciliation and to the Management Services
Contractor. CONTRACTOR must reconcile the data and report any
errors to the Management Services Contractor by the cut-off date
of the next month. The Management Services Contractor will pay
CONTRACTOR by the first business day following the 14th day of
each month.
HHSC Contract 529-00-139C
Page 2 of 6
CONTRACTOR must accept payment for premiums by direct deposit
into CONTRACTOR's account. Beginning March 1, 2002 of the second
year of the initial term (i.e., from March 1, 2002, through
September 30, 2002), these premium rates are as follows:
CSA # UNDER AGE 1 AGES 1-5 AGES 6-14 AGES 15-18
--------------------------------------------------------------
CSA #2 $347.63 $70.76 $46.34 $ 92.18
--------------------------------------------------------------
CSA #6 $395.41 $80.48 $52.74 $105.74
--------------------------------------------------------------
Premium rates payable to CONTRACTOR before March 1, 2002 of
the second year of the initial term (i.e., from October 1, 2001,
through February 28, 2002) will be paid in accordance with the
provisions of Section 10.02 as modified by Amendment 2 to this
Agreement.
CONTRACTOR does not ▇▇▇▇ HHSC, the Administrative Services
Contractor, other state agencies, or institutions for the monthly
premium payment."
SECTION 2.03 MODIFICATION TO COST-SHARING REQUIREMENTS.
Section 11.06 of the Agreement is modified to reflect cost-sharing figures
effective March 1, 2002, and to delete references to CHIP member cost-sharing
obligations for prescription drugs as follows:
"SECTION 11.06 COST-SHARING.
Health care providers within CONTRACTOR's network are
responsible for collecting all Member copayments and deductibles
at the time of service. No co-payments apply, at any income
level, to well-child or well-baby visits or immunizations.
Co-payments for families at or below 100% Federal Poverty
Level (FPL) are as follows:
Enrollment Fee - $0
Monthly Premium - $0
Office Visit - $0
ER - $3
Deductible, non-institutional - $0
Deductible, institutional - $0
Facility Co-pay, Inpatient - $0
Facility Co-pay, Outpatient - $0
Annual Co-Pay Cap - $100
HHSC Contract 529-00-139C
Page 3 of 6
CONTRACTOR does not provide Members' prescription drug
services or collect prescription drug copayments; however,
CONTRACTOR must show the following drag co-pay amounts on Member
ID Cards:
Generic Drugs - $0
Brand Drugs - $3
Co-payments for families between 101% and up to and
including 150% FPL are as follows:
Enrollment Fee - $15 per year /per family
Monthly Premium - $0
Office Visit - $2
ER - $5
Deductible, non-institutional - $0
Deductible, institutional - $0
Facility Co-pay, Inpatient (per admission) - $25
Facility Co-pay, Outpatient - $0
Annual Co-Pay Cap - $100
CONTRACTOR does not provide Members' prescription drug
services or collect prescription drug copayments; however,
CONTRACTOR must show the following drug co-pay amounts on Member
ID Cards:
Generic Drugs - $0
Brand Drugs - $5
Co-payments for families between 151% and up to and
including 185% FPL are as follows:
Enrollment Fee - $15 (1st month's premium)
Monthly Premium - $ 15 per month/per family
Office Visit - $5
ER - $50
Deductible, non-institutional - $0
Deductible, institutional - $0
Facility Co-pay, Inpatient (per admission) - $50
HHSC Contract 529-00-139C
Page 4 of 6
Facility Co-pay, Outpatient - $0
CONTRACTOR does not provide Members' prescription drug
services or collect prescription drug copayments; however,
CONTRACTOR must show the following drug co-pay amounts on Member
ID Cards:
Generic Drugs - $5
Brand Drugs - $20
Co-payments for families between 186% and up to and
including 200% FPL are as follows:
Enrollment Fee - $18 (1st month's premium)
Monthly Premium - $18 per month / per family
Office Visit - $10
ER - $50
Deductible, non-institutional - $0
Deductible, institutional - $0
Facility Co-pay, Inpatient (per admission) - $100
Facility Co-pay, Outpatient - $0
CONTRACTOR does not provide Members' prescription drug
services or collect prescription drug copayments; however,
CONTRACTOR must show the following drug co-pay amounts on Member
ID Cards:
Generic Drugs - $5
Brand Drugs - $20
Upon notification from the Administrative Services
Contractor that a family is approaching its cost-sharing limit
for the Coverage Year, CONTRACTOR will generate and mail to the
Member a new Member ID card, showing that the Member's
cost-sharing obligation for that Coverage Year has been met. No
cost-sharing may be collected from these Members for the balance
of their Coverage Year.
Except for costs associated with unauthorized non-emergency
services provided to a Member by out-of-network providers and for
non-covered services, the co-payments and deductibles outlined in
this section are the only amounts that a provider may collect
from a CHIP-eligible family.
Federal law prohibits charging co-payments or deductibles to
Members of Native American Tribes. The Administrative Services
Contractor will notify CONTRACTOR of Members who are Native
HHSC Contract 529-00-139C
Page 5 of 6
Americans and who are not subject to cost-sharing requirements.
CONTRACTOR is responsible for educating providers about the
cost-sharing waiver for this population.
CONTRACTOR'S monthly premium payment will not be reduced for
a family's failure to make its premium payment. There is no
relationship between the per member/per month amount owed to an
CONTRACTOR for coverage provided during a month and the family's
payment of its premium obligation for that month."
ARTICLE 3. REPRESENTATIONS AND AGREEMENT OF THE PARTIES
The Parties contract and agree that the terms of the Agreement will remain
in effect and continue to govern except to the extent modified in this
Amendment.
By signing this Amendment, the Parties expressly understand and agree that
this Amendment is hereby made a part of the Agreement as though it were set out
word for word in the Agreement.
IN WITNESS HEREOF, HHSC AND THE CONTRACTOR HAVE EACH CAUSED THIS AMENDMENT
TO BE SIGNED AND DELIVERED BY ITS DULY AUTHORIZED REPRESENTATIVE.
AMERIGROUP TEXAS, INC. HEALTH & HUMAN SERVICES COMMISSION
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:
-------------------------- ______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
-------------------------- Director of Program Operations
Name and Title
Date: 1/31/02 Date:
_____________________________
HHSC Contract 529-00-139C
Page 6 of 6
HHSC ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇-▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ OF ▇▇▇▇▇▇
AMENDMENT 4
TO THE AGREEMENT BETWEEN THE
HEALTH & HUMAN SERVICES COMMISSION
AND
AMERIGROUP TEXAS, INC.
FOR HEALTH SERVICES
TO THE
CHILDREN'S HEALTH INSURANCE PROGRAM
THIS CONTRACT AMENDMENT (the "Amendment") is entered into between the
HEALTH & HUMAN SERVICES COMMISSION ("HHSC"), an administrative agency within the
executive department of the State of Texas, and AMERIGROUP TEXAS, INC.
("CONTRACTOR"), a corporation organized under the laws of the State of Texas,
possessing a certificate of authority issued by the Texas Department of
Insurance to operate as a health maintenance organization and having its
principal office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇. HHSC and CONTRACTOR may be referred to in this Amendment
individually as a "Party" and collectively as the "Parties."
The Parties hereby agree to amend their original contract, HHSC contract
number ▇▇▇-▇▇-▇▇▇ (the "Agreement"), as set forth in Article 2 of this
Amendment.
ARTICLE 1. PURPOSE.
SECTION 1.01 AUTHORIZATION.
This Amendment is executed by the Parties in accordance with Article 8 of
the Agreement.
SECTION 1.02 MODIFICATIONS.
The Parties amend the Agreement to add a new Section 10.11, which
establishes a short-term payment methodology to fund increased access to CHIP
health care benefits based on a review of medical acuity of CHIP Members
enrolled in CONTRACTOR'S health plan. The purpose of this Amendment is to
provide CHIP health plans with interim supplementary reimbursement during CHIP'S
initial high growth phase while CHIP membership stabilizes as an insurance pool.
The payments authorized under this Amendment (the "Short-Term Supplementary
Payments") are payable in accordance with the provisions of new Section 10.11
and, as provided in the new section, are not subject to the experience rebate
calculated under Section 10.06 of the Agreement.
SECTION 1.03 GENERAL EFFECTIVE DATE OF CHANGES.
This Amendment is effective immediately following execution by both
CONTRACTOR and HHSC and terminates on the Expiration Date of the Agreement,
unless extended or terminated sooner by HHSC in accordance with the Agreement.
ARTICLE 2. AMENDMENT TO THE OBLIGATIONS OF THE PARTIES
SECTION 2.01 MODIFICATION TO ARTICLE 10 OF AGREEMENT.
Article 10 of the Agreement is amended by adding a new Section 10.11 as
follows:.
HHSC Contract 529-00-139D
Page 1 of 3
"SECTION 10.11 SHORT-TERM SUPPLEMENTARY PAYMENTS.
(a) GENERAL TERMS OF SHORT-TERM SUPPLEMENTARY PAYMENTS.
The Short-Term Supplementary Payments authorized under this
Section 10.11 are subject to the following general conditions:
(1) As provided in Section 4.05 of this Agreement, the
Short-Term Supplementary Payments are subject to the
availability of state and federal funds. HHSC incurs no
liability if funding to accomplish the Short-Term
Supplementary Payments is unavailable or is reduced,
terminated, or withdrawn by HHSC or any third party.
(2) The Short-Term Supplementary Payments will be made
in three (3) equal installments in addition to premium
payments to CONTRACTOR under Section 10.02 of this
Agreement, beginning in February, 2002. Supplementary
payment may be made at HHSC's discretion by separate
payment, or may be paid with monthly premium payments.
(3) The Short-Term Supplementary Payments authorized
under this Section 10.02 will not be considered in
calculating the experience rebate CONTRACTOR is required to
make under Section 10.06 of this Agreement.
(4) The determination of the amount of the Short-Term
Supplementary Payment under this Section 10.11 is within the
sole discretion of HHSC. HHSC's determination of the amount
of the Short-Term Supplementary Payments is final and not
subject to the provisions of Section 20.16 of this
Agreement.
(b) DETERMINATION OF SUPPLEMENTARY PAYMENT AMOUNT.
HHSC determines that amount of each Short-Term Supplementary
Payment in accordance with the following general methodology:
(1) Acuity of HMO's CHIP enrollment
(2) Relationship to safety net hospital or medical
school
(3) Caseload
(c) AMOUNT OF SHORT-TERM SUPPLEMENTARY PAYMENTS.
Based on the Short-Term Supplementary Payment methodology
described in paragraph (b) of this Section 10.11. CONTRACTOR will
receive Short-Term Supplementary Payments in the following
amounts:
HHSC Contract 529-00-139D
Page 2 of 3
--------------------------------------------
Short-Term
Supplementary Payment
Month Amount
--------------------------------------------
February 2002 $598,620.90
--------------------------------------------
March 2002 $598,620.90
--------------------------------------------
April 2002 $598,620.90
--------------------------------------------
(d) DEDICATION OF SHORT-TERM SUPPLEMENTARY PAYMENTS.
The Short-Term Supplementary Payments are made to CONTRACTOR
exclusively for Title XXI health care expenditures under this
Contract. CONTRACTOR represents and warrants that it will use
these funds exclusively for such purposes.
ARTICLE 3. REPRESENTATIONS AND AGREEMENT OF THE PARTIES
The Parties contract and agree that the terms of the Agreement will remain
in effect and continue to govern except to the extent modified in this
Amendment.
By signing this Amendment, the Parties expressly understand and agree that
this Amendment is hereby made a part of the Agreement as though it were set out
word for word in the Agreement.
IN WITNESS HEREOF, HHSC AND THE CONTRACTOR HAVE EACH CAUSED THIS AMENDMENT
TO BE SIGNED AND DELIVERED BY ITS DULY AUTHORIZED REPRESENTATIVE.
AMERIGROUP TEXAS, INC. HEALTH & HUMAN SERVICES COMMISSION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By:
------------------------------- -----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇, CEO ▇▇▇▇▇ ▇▇▇▇▇
Name and Title Director of Program Operations
Date: 1/31/02 Date:
---------------------------
HHSC Contract 529-00-139D
Page 3 of 3
HHSC ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇-▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ OF ▇▇▇▇▇▇
AMENDMENT 6
TO THE AGREEMENT BETWEEN THE
HEALTH & HUMAN SERVICES COMMISSION
AND
AMERIGROUP TEXAS, INC.
FOR HEALTH SERVICES
TO THE
CHILDREN'S HEALTH INSURANCE PROGRAM
THIS CONTRACT AMENDMENT (the "Amendment") is entered into between the HEALTH &
HUMAN SERVICES COMMISSION ("HHSC"), an administrative agency within the
executive department of the State of Texas, and AMERIGROUP TEXAS, INC.
("CONTRACTOR"), a corporation organized under the laws of the State of Texas,
possessing a certificate of authority issued by the Texas Department of
Insurance to operate as a health maintenance organization and having its
principal office at 2730 North Stemmons Freeway, Suite ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇. HHSC and CONTRACTOR may be referred to in this Amendment
individually as a "Party" and collectively as the "Parties."
The Parties hereby agree to amend their original contract, HHSC contract
number ▇▇▇-▇▇-▇▇▇ (the "Agreement"), as set forth in Article 2 of this
Amendment.
ARTICLE 1. PURPOSE.
SECTION 1.01 AUTHORIZATION.
This Amendment is executed by the Parties in accordance with Article 8 of
the Agreement.
SECTION 1.02 MODIFICATIONS.
The Parties amend the Agreement to add a new Section 10.11, which
establishes a methodology for short-term supplementary payments to provide CHIP
health plans with interim supplementary reimbursement during CHIP'S initial high
growth phase while CHIP membership stabilizes as an insurance pool. A
distribution formula based on the medical acuity of each CHIP-contracted health
plan's membership, the plan's relationship to a safety net hospital or safety
net medical school, and the plan's enrollment load has determined the amount to
be paid to each CONTRACTOR. The payments authorized under this Amendment (the
"Short-Term Supplementary Payments") are payable in accordance with the
provisions of new Section 10.11.
SECTION 1.03 GENERAL EFFECTIVE DATE OF CHANGES.
This Amendment is effective immediately following execution by both
CONTRACTOR and HHSC and terminates upon expiration or termination of the
Agreement.
ARTICLE 2. AMENDMENT TO THE OBLIGATIONS OF THE PARTIES
SECTION 2.01 MODIFICATION OF SECTION 10.06 OF THE AGREEMENT.
Section 10.06 of the Agreement is amended as follows. The first sentence of
the third paragraph (the second paragraph after the table entitled "Graduated
Rebate Method") is amended by adding the underlined portions and removing the
stricken portions as follows: "Losses incurred for the first and second contract
years may be carried forward to the third contract year."
HHSC Contract 529-00-139F
Page 1 of 3
The third paragraph (the second paragraph after the table entitled
"Graduated Rebate Method") of Section 10.06, as amended, reads as follows:
"Losses incurred for the first and second contract years may be
carried forward to the third contract year. If CONTRACTOR operates in
multiple CHIP Service Areas, losses in one CHIP Service Area cannot be
used to offset net income before taxes in another CHIP Service Area."
SECTION 2.02 ADDITION OF SECTION 10.11 TO THE AGREEMENT.
Article 10 of the Agreement is amended by adding a new Section 10.11 as
follows:
"SECTION 10.11 SHORT-TERM SUPPLEMENTARY PAYMENTS.
(a) GENERAL TERMS OF SHORT-TERM SUPPLEMENTARY PAYMENTS.
The Short-Term Supplementary Payments authorized under
this Section 10.11 are subject to the following general
conditions:
(1) The Short-Term Supplementary Payments are
subject to the availability of state matching funds
obtained through intergovernmental transfers and
federal matching funds. If intergovernmental matching
funds or federal matching funds necessary to accomplish
the Short-Term Supplementary Payments are unavailable,
unavailable in amounts sufficient to make the
contracted Short-Term Supplementary payments or are
reduced, terminated, or withdrawn by any third party,
HHSC incurs no liability to make Short-term
Supplementary Payments. HHSC has sole discretion to
determine the availability and sufficiency of
intergovernmental and federal matching funds under this
section.
(2) The Short-Term Supplementary Payments will be
paid in monthly payments for three consecutive months,
with the last payment to be made no later than August
30, 2002, in addition to premium payments to CONTRACTOR
under Section 10.02 of the Agreement. The Supplementary
payments may be made at HHSC's discretion by separate
payments, or may be paid with the monthly premium
payments.
(3) The amount of the Short-Term Supplementary
Payments under this Section 10.11 has been determined
within the sole discretion of HHSC. HHSC's
determination of the amount of the Short-Term
Supplementary Payment is final and not subject to the
provisions of Section 20.16 of this Agreement.
(4) HHSC has no obligation to make the Short-Term
Supplementary Payments to the CONTRACTOR, until such
time that HHSC has in its possession a duly and fully
executed amendment to the Agreement between the
CHIP-contracted health plans and HHSC, regarding each
CHIP-contracted health plan's planned receipt from HHSC
of the Short-Term Supplementary Payments from all
CHIP-contracted health plans.
HHSC Contract 529-00-139F
Page 2 of 3
(b) DETERMINATION OF SUPPLEMENTARY PAYMENTS AMOUNT.
HHSC has determined the amount of the Short-Term
Supplementary Payments in accordance with the following
general methodology:
(1) Acuity of HMO's CHIP enrollment
(2) Relationship to safety net hospital or medical
school
(3) Caseload
(c) AMOUNT OF THE SHORT-TERM SUPPLEMENTARY PAYMENTS.
Based on the Short-Term Supplementary Payment methodology
described in paragraph (b) of this Section 10.11, HHSC will
pay CONTRACTOR a Short-Term Supplementary Payment in the
following amount: $518,967, each month for three months. The
total amount of all payments under this section shall be
$1,556,901.
(d) DEDICATION OF SHORT-TERM SUPPLEMENTARY
PAYMENTS.
The Short-Term Supplementary Payments made to
CONTRACTOR may be used for any purpose for which
premium payments may be expended under this Agreement.
CONTRACTOR represents and warrants that it will use
these funds exclusively for such purposes.
ARTICLE 3. REPRESENTATIONS AND AGREEMENT OF THE PARTIES
The Parties contract and agree that the terms of the Agreement will remain
in effect and continue to govern except to the extent modified in this
Amendment.
By signing this Amendment, the Parties expressly understand and agree that
this Amendment is hereby made a part of the Agreement as though it were set out
word for word in the Agreement.
IN WITNESS HEREOF, HHSC AND THE CONTRACTOR HAVE EACH CAUSED THIS AMENDMENT
TO BE SIGNED AND DELIVERED BY ITS DULY AUTHORIZED REPRESENTATIVE.
AMERIGROUP TEXAS, INC. HEALTH & HUMAN SERVICES COMMISSION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. By:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ----------------------------------
----------------------------- ▇▇▇▇▇ ▇▇▇▇▇
Name and Title CEO Director of Program Operations
Date: 5/15/02 Date:
--------------------------------
HHSC Contract 529-00-139F
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HHSC ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇-▇▇-▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ OF ▇▇▇▇▇▇
AMENDMENT 8
TO THE AGREEMENT BETWEEN THE
HEALTH & HUMAN SERVICES COMMISSION
AND
AMERIGROUP TEXAS, INC.
FOR HEALTH SERVICES
TO THE
CHILDREN'S HEALTH INSURANCE PROGRAM
THIS CONTRACT AMENDMENT (the "Amendment") is entered into between the
HEALTH & HUMAN SERVICES COMMISSION ("HHSC"), an administrative agency within the
executive department of the State of Texas, and AMERIGROUP Texas, Inc.
("CONTRACTOR"), a health maintenance organization organized under the laws of
the State of Texas, possessing a certificate of authority issued by the Texas
Department of Insurance to operate as a health maintenance organization, and
having its principal office at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇. HHSC and CONTRACTOR may be referred to in this Amendment
individually as a "Party" and collectively as the "Parties."
The Parties hereby agree to amend their Agreement as set forth in Article
2 of this Amendment.
ARTICLE 1. PURPOSE.
SECTION 1.01 AUTHORIZATION.
This Amendment is executed by the Parties in accordance with Article 8 of
the Agreement.
SECTION 1.02 GENERAL EFFECTIVE DATE OF CHANGES.
This Amendment is effective November 1, 2002.
ARTICLE 2. AMENDMENT TO THE OBLIGATIONS OF THE PARTIES
SECTION 2.01 MODIFICATIONS TO ARTICLE 3. DEFINITIONS
The following term is added to amend the definitions set forth in Article
3:
"EXPERIENCE REBATE PERIOD" means each period within the
Initial Term of this Agreement related to the calculations and
settlements of Experience Rebates to HHSC described in Section
10.06. The Initial Term of this Agreement consists of the following
Experience Rebate Periods:
- May 1, 2000 through April 30, 2001 (1st Experience
Rebate Period)
- May 1, 2001 through April 30, 2002 (2nd Experience
Rebate Period)
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- May 1, 2002 through August 31, 2003 (3rd
Experience Rebate Period)
- September 1, 2003 through August 31, 2004 (4th
Experience Rebate Period)"
SECTION 2.02 MODIFICATION OF SECTION 10.6. EXPERIENCE REBATE TO STATE.
"10.6 CONTRACTOR must pay to HHSC an experience rebate for
each Experience Rebate Period. CONTRACTOR will calculate the
experience rebate in accordance with the tiered rebate formula
listed below based on Net Income Before Taxes (excess of allowable
revenues over allowable expenses) as set forth in Appendix D. The
CONTRACTOR's calculations are subject to HHSC's approval, and HHSC
reserves the right to have an independent audit performed to verify
the information provided by CONTRACTOR.
GRADUATED REBATE FORMULA
------------------------------------------------
Net Income Before
Taxes as a
Percentage of Total CONTRACTOR
Revenues Share HHSC Share
-------- ----- ----------
0% - 3% 100% 0%
Over 3% - 7% 75% 25%
Over 7% - 10% 50% 50%
Over 10% - 15% 25% 75%
Over 15% 0% 100%
Losses incurred in the 1st Experience Rebate Period may be
carried forward to the 2nd and/or 3rd Experience Rate Periods for
the same service area as an offset to Net Income Before Taxes in
order to reduce any Experience Rebate to HHSC.
Losses incurred in the 2nd Experience Rebate Period may be
carried forward to the 3rd Experience Rate Period for the same
service area as an offset to Net Income Before Taxes.
Losses incurred in the Experience Rebate Periods subsequent to
the 2nd Experience Rebate Period can only be carried forward as an
offset to Net Income Before Taxes in the next Experience Rebate
Period.
The CONTRACTOR shall calculate the experience rebate for each
period by applying the experience rebate formula as follows:
For the 1st and 2nd Experience Rebate Periods, to the Net
Income Before Taxes for each CHIP service area contracted between
HHSC and CONTRACTOR. CONTRACTOR losses in one CHIP service area
cannot be used to offset Net Income Before Taxes in another CHIP
service area.
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For the 3rd and 4th Experience Rebate Periods, to the sum of
the Net Income Before Taxes for all CHIP, STAR Medicaid, and
STAR+PLUS Medicaid service areas contracted between HHSC and
CONTRACTOR.
Experience rebate will be based on a pre-tax basis. Expenses
for value-added services are excluded from the determination of Net
Income Before Taxes reported in the Annual CFS Report; however,
CONTRACTOR may subtract from Net Income Before Taxes the expenses
incurred for value added services for the experience rebate
calculations. CONTRACTOR may subtract from an experience rebate that
is owed to HHSC any expenses for population-based health initiatives
that have been approved by HHSC.
A population-based initiative is a project or program designed
to improve some aspect of quality of care, quality of life, or
health care knowledge for children and/or their adult caretakers, as
a whole.
There will be two settlements for payment(s) of the experience
rebate for each Experience Rebate Period. Settlement payments are
payable to HHSC. The first settlement shall equal 100% of the
experience rebate as derived from, Net Income Before Taxes, for All
Groups Combined reduced by any value added services expenses in the
Annual CFS Report and shall be paid on the same day that the first
Annual CFS Report is submitted to HHSC. The second settlement shall
be an adjustment to the first settlement and shall be paid on the
same day that the second Annual CFS Report is submitted to HHSC if
the adjustment is a payment from CONTRACTOR to HHSC. If the
adjustment is a payment from HHSC to CONTRACTOR, HHSC shall pay such
adjustment to CONTRACTOR within thirty (30) days of receipt of the
second Annual CFS Report. HHSC or its agent may audit the CFS
Reports. If HHSC determines that corrections to the CFS Reports are
required based on an audit of other documentation acceptable to
HHSC, to determine an adjustment to the amount of the second
settlement, then final adjustment shall be made within three (3)
years from the date that CONTRACTOR submits the second Annual CFS
Report. CONTRACTOR must pay the first and second settlements on the
due dates for the first and second Annual CFS Reports, respectively,
as identified in section 17.02. HHSC may adjust the experience
rebate if HHSC determines that CONTRACTOR has paid (an) affiliate(s)
amounts for goods or services that are higher than the fair market
value of the goods and services in the service area. Fair market
value may be based on the amount CONTRACTOR pays (a)
non-affiliate(s) or the amount another health maintenance
organization pays for the same or similar goods and services in the
service area. HHSC has final authority in auditing and determining
the amount of the experience rebate."
ARTICLE 3. REPRESENTATIONS AND AGREEMENT OF THE PARTIES
The Parties contract and agree that the terms of the Agreement will remain
in effect and continue to govern except to the extent modified in this
Amendment.
By signing this Amendment, the Parties expressly understand and agree that
this Amendment is hereby made a part of the Agreement as though it were set out
word for word in the Agreement.
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IN WITNESS HEREOF, HHSC AND THE CONTRACTOR HAVE EACH CAUSED THIS AMENDMENT
TO BE SIGNED AND DELIVERED BY ITS DULY AUTHORIZED REPRESENTATIVE.
AMERIGROUP TEXAS, INC. HEALTH & HUMAN SERVICES COMMISSION
By: By:
------------------------------- -------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
President and CEO Director of Program Operations
Date: Date:
----------------------------- -----------------------------
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STATE OF TEXAS HHSC CONTRACT NO. 529-00-139-I
COUNTY OF ▇▇▇▇▇▇
AMENDMENT 9
TO THE AGREEMENT BETWEEN THE
HEALTH & HUMAN SERVICES COMMISSION
AND
AMERIGROUP TEXAS, INC.
FOR HEALTH SERVICES
TO THE
CHIP PROGRAM
THIS CONTRACT AMENDMENT (the "Amendment") is entered into between the
HEALTH & HUMAN SERVICES COMMISSION ("HHSC"), an administrative agency within the
executive department of the State of Texas, and AMERIGROUP TEXAS, INC. ("HMO"),
a health maintenance organization organized under the laws of the State of
Texas, possessing a certificate of authority issued by the Texas Department of
Insurance to operate as a health maintenance organization, and having its
principal office at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
HHSC and CONTRACTOR may be referred to in this Amendment individually as a
"Party" and collectively as the "Parties."
The Parties hereby agree to amend their Agreement as set forth in Article 2
of this Amendment.
ARTICLE 1. PURPOSE.
SECTION 1.01 AUTHORIZATION.
This Amendment is executed by the Parties in accordance with Article 8 of
the Agreement.
SECTION 1.02 EFFECTIVE DATE.
The effective date of this Amendment is September 1, 2003.
ARTICLE 2. AMENDMENT TO THE OBLIGATIONS OF THE PARTIES
SECTION 2.01 MODIFICATION TO SECTION 12.03, VALUE ADDED SERVICES, CSA 2 AND
CSA 6B
Section 12.03 of the Contract is modified to revise the value-added
services provided by the HMO.
1. Delete the following value-added services benefits:
"Expanded Vision Benefit: Enhanced selection of eyeglasses,"
"Free growth chart to help track your child's growth," and
"Summer Fun Pack, including information on appropriate
summertime topics such as sun protection."
2. Replace the following value-added services benefits with the
language set forth in Section 2.02 of this Amendment: "As a
new member, one visit to the private doctor of your choice
not in our network while you transition to a network
doctor;" "Transportation to and from office visits and other
transportation if medically necessary," and "Free
sponsorship to a special camp sponsored by the American Lung
Association for children with asthma."
SECTION 2.02 REVISED LIST OF VALUE ADDED SERVICES, CSA 2 AND CSA 6B
HMO will offer the following value-added services in CSA 2 and CSA 6B,
beginning September 1, 2003.
1. 24-hour Nurse Help Line for assistance with medical problems
or questions.
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2. Free membership in the Boys & Girls Clubs.
3. One visit to the private primary doctor of your choice not
in our network until you transition to a network doctor.
4. Assistance with arranging transportation to and from
medically necessary office visits and other covered services
when special transportation is necessary.
5. Free member publications, including quarterly newsletter and
self-care manual.
6. Assistance in applying for special camps for asthma or other
specific diseases.
SECTION 2.03 MODIFICATION TO SECTION 12.03, VALUE ADDED SERVICES, CSA 6C
1. Delete the following value-added services benefits: "Free
growth chart to help track your child's growth," "Expanded
Vision Benefit: Enhanced selection of eyeglasses," and
"Summer Fun Pack, including information on appropriate
summertime topics such as sun protection."
2. Replace the following value-added services benefit language
with the language set forth in Section 2.04 of this
Amendment: "One visit to the private doctor of your choice
not in our network," "Transportation to and from office
visits and other transportation if medically necessary," and
"Free sponsorship to a special camp for children with
asthma."
SECTION 2.04 REVISED LIST OF VALUE ADDED SERVICES, CSA 6C
HMO will offer the following value-added services in CSA 6C, beginning
September 1, 2003.
1. 24-hour Nurse Help Line for assistance with medical problems
or questions.
2. Free membership in the Boys & Girls Clubs
3. One visit to the private primary doctor of your choice not
in our network until you transition to a network doctor.
4. Assistance with arranging transportation to and from
medically necessary office visits and other covered services
when special transportation is necessary.
5. Free member publications, including quarterly newsletter and
self-care manual.
6. Assistance in applying for special camps for asthma or other
specific diseases.
ARTICLE 3. REPRESENTATIONS AND AGREEMENT OF THE PARTIES
The Parties contract and agree that the terms of the Agreement will remain
in effect and continue to govern except to the extent modified in this
Amendment.
By signing this Amendment, the Parties expressly understand and agree that
this Amendment is hereby made a part of the Agreement as though it were set out
word for word in the Agreement.
IN WITNESS HEREOF, HHSC AND THE CONTRACTOR HAVE EACH CAUSED THIS AMENDMENT
TO BE SIGNED AND DELIVERED BY ITS DULY AUTHORIZED REPRESENTATIVE.
AMERIGROUP TEXAS, INC. HEALTH & HUMAN SERVICES COMMISSION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Jr. By: __________________________________
------------------------ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, Jr. Executive Commissioner
President and CEO
Date: 9/15/2003 Date: ________________________________
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