S-1: General form of registration statement for all companies including face-amount certificate companies

Published on October 9, 2001


Exhibit 10.3

Confidential Materials omitted and filed separately with
The Securities and Exchange Commission. Asterisks denote omissions.

AGREEMENT

This Agreement is entered into effective the 1/st/ day of January,
2001, by and between Network Health Plan of Wisconsin, Inc. (hereinafter
referred to as "NHP"), a Wisconsin insurance corporation, and Managed Health
Services Insurance Corp. (hereinafter referred to as "MHSIC"), a Wisconsin
insurance corporation.

WHEREAS, NHP is a domestic insurance corporation organized under the
laws of the State of Wisconsin and maintaining a health maintenance
organization for its eligible members through contractual arrangements with
various participating providers and other entities;

WHEREAS, NHP has contracted with the Wisconsin Department of Health
and Family Services (hereinafter referred to as "DHFS") to provide and pay for
Medical Assistance/BadgerCare contract services to recipients enrolled in NHP
under the State Medical Assistance Plan (hereinafter referred to as
"ENROLLEES");

WHEREAS, the DHFS contract for services permits NHP to subcontract its
duties and functions subject to the right of DHFS to approve such
subcontracts;

WHEREAS, MHSIC desires to enter into a subcontract with NHP under the
terms and conditions set forth herein;

WHEREAS, the parties desire to enter into this Agreement in order to
facilitate the provision of cost effective, covered health care services to NHP
ENROLLEES in Wisconsin;

NOW, THEREFORE, in consideration of the premises set forth above and
the terms, covenants and conditions set forth below, the parties mutually agree
as follows:

1. MHSIC agrees to be obligated to NHP for all functions and duties
assumed by NHP in the Contract for Services between NHP and DHFS, as renewed.
amended, or replaced (hereinafter referred to as the "CONTRACT FOR SERVICES"),
with respect to all NHP ENROLLEES in Wisconsin, with the exception of those
functions specified herein as the obligations of NHP. MHSIC shall be
responsible to comply with the requirements of the CONTRACT FOR SERVICES to the
same extent as NHP is responsible for such requirements to DHFS. Unless the
contract clearly requires otherwise, words used in this Agreement shall have
the meanings assigned to them by the CONTRACT FOR SERVICES. A copy of the
CONTRACT FOR SERVICES is attached hereto as Exhibit 1.

2. The parties agree that MHSIC may enter into written agreements or
subcontracts in order to fulfill MHSIC's duties under this Agreement. Such
subcontracts shall be in accord with the requirements set forth in the CONTRACT
FOR SERVICES, Addendum I-Subcontracts. MHSIC affirms that it may terminate a
subcontract agreement immediately whenever the MHSIC Quality Assurance
Committee and MHSIC Board of Directors determine the health or safety of
ENROLLEES utilizing such subcontractor is endangered by actions of the
subcontractor.

3. In consideration for the services to be provided hereunder. NHP
agrees to pay MHSIC an amount equal to all premium payments, supplemental
payments and any other form

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of compensation received by NHP under the CONTRACT FOR SERVICES from the
State of Wisconsin or its agent or representative allocable to periods during
which this Agreement is in effect, less an amount equal to [****] per month per
member, plus an amount equal to the actual per member assessment for the Health
Insurance Risk Sharing Pool (HIRSP) that is allocable to all NHP ENROLLEES in
Wisconsin for the period during which this Agreement is in effect. NHP shall
give DHFS written authorization to issue directly to MHSIC monthly checks and
any and all other payments for the full amount of the compensation paid to NHP
by the State of Wisconsin. Within five (5) business days from the receipt of
such monthly compensation from the State of Wisconsin, MHSIC shall remit
directly to NHP on a monthly basis the amount specified above per NHP Enrollee
in Wisconsin.

4. ENROLLEES shall be held harmless by MHSIC and/or its subcontracted
providers for payment of monies owed by MHSIC. Neither MHSIC nor its
subcontracted providers shall bill, collect from, or charge ENROLLEES for
Covered Services or impose any surcharges for the provision of Covered
Services. If MHSIC learns of any such unauthorized charge or surcharge, MHSIC
shall take appropriate action to ensure a prompt refund. MHSIC and/or its
subcontracted providers may bill ENROLLEES for noncovered services, or for
services rendered after the ENROLLEES discontinue, or cease to be eligible for
NHP membership. This section supersedes any present or future agreement to the
contrary between an ENROLLEE or an ENROLLEE'S representative and MHSIC
regarding payment for Covered Services.

5. NHP, or its designee, has the right, at reasonable times, on a
concurrent and/or retrospective basis, to review and/or obtain copies at NHP's
sole expense, of medical records of NHP ENROLLEES in order to determine
compliance with quality assurance standards and utilization review standards,
NHP's medical director, or his or her designee, shall have the right to attend,
as an observer, any utilization review or quality assurance meeting at MHSIC at
which care rendered to NHP ENROLLEES is discussed, if such attendance will not
violate any Wisconsin law regarding confidentiality of peer review discussions
and peer review documents. NHP agrees that the person designated to attend such
meetings shall be a licensed, medical professional and shall agree in advance
to abide by all requirements of confidentiality of peer review documents and
peer review discussions in accordance with Wisconsin law.

6. The parties agree that all information, records and data collected
in connection with this Agreement shall be protected from unauthorized
disclosure as provided in Chapter 19, Subchapter II of this Wisconsin Statutes,
and 42 C.F.R. ch. 431 Subpart F. Except as otherwise required by law, access to
such information shall be limited by MHSIC to persons who, or agencies that
require the information in order to perform their duties related to the
Agreement. These persons or agencies include, but are not limited to, NHP, the
US Department of Health and Human Services, the Wisconsin Department of
Health and Family Services, and the Wisconsin Office of the Commissioner of
Insurance, as may be necessary for compliance by NHP with the provisions of
certain federal and state regulations. MHSIC shall maintain such records in
accordance with the CONTRACT FOR SERVICES.

7. MHSIC shall maintain a process for Credentialing all physicians
listed as providers in the provider directory provided to NHP ENROLLEES by MHSIC
and shall verify

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the Medicaid certification of all subcontracted providers pursuant to the
requirements of the CONTRACT FOR SERVICES.

8. MHSIC shall be responsible for prompt review and reconciliation of
ENROLLEE eligibility.

9. NHP, with reasonable cause, shall have the right to review and
provide oversight for all activities that have been questioned by Federal or
State agencies as non-compliant with the Federal HMO Act or the CONTRACT FOR
SERVICES and are performed by MHSIC. The method by which review and oversight
shall occur shall be subject to mutual written agreement of both parties.

10. The effective date of this Agreement shall be January 1, 2001, and
shall have an initial term of six (6) years thereafter. This Agreement shall
thereafter be automatically renewed for successive five (5) year terms unless
terminated by mutual consent or pursuant to this Section. Either party may
terminate this Agreement upon notification to the other party two years prior to
the end of the original or any renewal term. In no case shall such termination
end the obligations of MHSIC and NHP to perform any remaining obligations either
party has pursuant to the CONTRACT FOR SERVICES or any remaining obligations of
either party as set forth in this Agreement. In addition, this Agreement may be
terminated during any initial or renewal term by MHSIC due to modifications
mandated by changes in the CONTRACT FOR SERVICES or in federal or state law,
regulations, or policies that materially affect MHSIC's rights or
responsibilities under this Agreement. In such case, MHSIC shall notify NHP. in
writing, at least ninety (90) days prior to the proposed date of termination of
its intent to terminate this Agreement pursuant to this Section.

11. This Agreement shall terminate if the CONTRACT FOR SERVICES is
terminated. In the event of such termination, MHSIC shall be obligated to
perform the obligations set forth in Article X of the CONTRACT FOR SERVICES in
the paragraph entitled "Obligations of Contracting Parties" to the same extent
that NHP is obligated to DHFS and NHP agrees to fulfill any remaining
obligations it has to MHSIC pursuant to the terms of this Agreement.

12. In the event that either party defaults in the performance of any
duties or obligations hereunder, including either party's inability or refusal
to provide services hereunder or either party's frustration of the purpose of
this Agreement so that the nondefaulting party is unable to perform its duties
hereunder, and the default or breach has not been cured within sixty (60) days
of the nondefaulting party's giving of written notice of the default, specifying
the nature of the alleged default or breach, the nondefaulting party may give
notice of intent to terminate this Agreement, and this Agreement will terminate
on the last day of the month in which the notice of intent to terminate is
received.

13. NHP and MHSIC are separate and independent entities and neither
NHP nor MHSIC, nor the employees, servants, agents or representatives of either
shall be considered to be the employees, servants, agents or representatives of
the other party. The parties further agree that this Agreement shall also not be
construed to create a partnership or joint venture between the parties.

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14. MHSIC agrees that ENROLLEES shall not be discriminated against on the
basis of age, race, color, creed, religion, sex, sexual preference, national
origin, health status, or income level.

15. This Agreement may not be assigned by either party without the prior
written consent of the other party, except that NHP agrees that MHSIC may assign
this agreement to any one or more of its affiliates without the prior written
consent of NHP. MHSIC will notify NHP of any assignments in a timely manner.

16. Any controversy between the parties hereto not informally resolved by
appropriate representatives of the parties shall, upon the request of one (1)
party served on the other, be submitted to arbitration in accordance with the
following provision:

If any claim, dispute or controversy shall arise among the parties
hereto with respect to the making or termination of, construction of,
the terms of, or the interpretation of this Agreement or the rights of
any party hereto or with respect to any transaction involved, the
claim, dispute or controversy shall be settled by arbitration by three
(3) arbitrators in accordance with the then current Center for Public
Resources Rules for Non-Administered Arbitration of Business Disputes.
The arbitration shall be governed by the United States Arbitration
Act, 9 U.S.C. (S)(S) 1-16, and judgment based on the arbitration award
may be entered in any court having jurisdiction thereof. The place of
the arbitration shall be Milwaukee, Wisconsin. The arbitrators are not
empowered to award damages in excess of compensatory damages. Not
withstanding the foregoing requirements, any party shall have the
right to seek equitable relief, in a court of competent jurisdiction,
to the extent that equitable relief is available to a person hereto.
If a person chooses to pursue equitable relief, such conduct shall not
constitute a waiver of or be deemed inconsistent with the arbitration
provision set forth above.

17. MHSIC shall not use the name of Network Health Plan, or any derivative
thereof in any advertising or materials distributed to ENROLLEES, except for
normal operational correspondence with ENROLLEES.

18. Any notice, request, demand or other communication required or
permitted hereunder will be given in writing, by certified mail, to the party to
be notified. All communications will be deemed given upon delivery or attempted
delivery to the address specified herein. The addresses for the parties are as
follows:

To NHP: Donald T. Schumann
Director of Business Development
Affinity Health System
1570 Midway Place
Menasha, WI 54952

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To MHS: Kathleen Crampton
President & CEO
Managed Health Services
1205 South 70/th/ Street
West Allis, WI 53214

19. MHSIC shall maintain general liability insurance and professional
liability insurance in accord with industry standards at all times during the
term of this Agreement. Upon request of NHP, MHSIC shall provide a certificate
of insurance evidencing such coverage. MHSIC further agrees to require that
physician members and subcontracted providers of MHSIC maintain such
professional liability insurance as required by Wisconsin law to participate in
the Wisconsin Patients Compensation Fund.

20. MHSIC shall indemnify and hold NHP, its shareholders, officers,
directors, employees, and agents harmless from and against any and all
liabilities, losses, settlements, claims, demands and expenses of any kind
(including, without limitation, reasonable attorneys fees), that may result from
any business dispute between MHSIC and any ENROLLEE in Wisconsin, or that may
arise as a result of any negligent act or intentional misconduct on the part of
MHSIC, its agents, employees or representatives, with respect to the performance
or failure to perform any duties assumed by MHSIC pursuant to this Agreement.
NHP shall, as a condition to such indemnification, notify MHSIC within ten (10)
business days after receipt of notice of any claim against NHP for which NHP
seeks indemnification hereunder, and MHSIC shall be entitled to make such
investigation, settlement, or defense of the claim as it deems prudent. This
provision shall survive the termination of this Agreement.

21. NHP shall indemnify and hold MHSIC, its officers, directors, employees
and representatives harmless from and against any and all liabilities, losses,
settlements, claims, demands, and expenses of any kind (including, without
limitation, reasonable attorneys fees) that may result from the contractual
relationship between NHP and the State of Wisconsin or NHP and any ENROLLEE in
Wisconsin or that may arise as a result of any negligent act or intentional
misconduct caused or alleged to have been caused by NHP or its agents, employees
or representatives in the performance or failure to perform any of the duties
assumed by NHP pursuant to this Agreement. MHSIC shall, as a condition to such
indemnification, notify NHP within ten (10) business days after receipt of
notice of any claim against MHSIC for which MHSIC seeks indemnification
hereunder, and NHP shall be entitled to make such investigation, settlement, or
defense of the claim as it deems prudent. This section shall survive the
termination of this Agreement.

22. Unless notice to terminate this Agreement for the next contract year
is given pursuant to Sections 10-12 above by either party, MHSIC shall be
responsible for preparation of any certification application renewals for
succeeding contract years for submission to DHFS with respect to the CONTRACT OF
SERVICES, unless otherwise agreed to by the parties in writing.

23. In the event that NHP should become insolvent, MHSIC agrees to provide
covered services as set forth in the CONTRACT FOR SERVICES for NHP ENROLLEES in
Wisconsin, provided that NHP continues to authorize DHFS to pay MHSIC directly,
until the sooner of

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(a) the duration of the period for which MHSIC has received payments from
DHFS and until the time of discharge for ENROLLEES confined in an inpatient
facility according to the terms set forth in the CONTRACT FOR SERVICES; or

(b) the ENROLLEES become covered under another plan of health insurance
and/or medical assistance plan with similar benefits.

24. No delay or failure by either party hereto in exercising any rights or
powers accruing upon noncompliance or default by the other party with respect to
any terms of this Agreement shall impair such right or power or be construed to
be a waiver of any succeeding breach thereof or of any other covenant, condition
or agreement herein contained.

25. If any part of this Agreement is found to be void or unenforceable,
such part shall be treated as severable, leaving valid the remainder of the
Agreement notwithstanding the part or parts found void or unenforceable.

26. The Agreement shall be exclusive on the part of NHP as regards
Wisconsin Medicaid recipients.

27. This Agreement shall be governed by the laws of the State of Wisconsin
notwithstanding any state's choice of law rules to the contrary.

28. This Agreement constitutes the entire understanding of the parties
hereto, and supersedes all previous agreements, whether oral or written, among
the parties or their affiliates on the subject matter hereof. No changes,
amendments or alterations shall be effective unless in writing signed by both
parties. This agreement supercedes all prior or contemporaneous agreements or
understandings between the parties, written or oral, all of which are merged
herein.

29. A waiver by either party of a breach or failure to perform shall not
constitute a waiver of any subsequent breach or failure. No term or condition of
this Agreement may be waived except in a writing by the party charged with the
waiver.

30. During the term of this Agreement, NHP shall use its best efforts to
obtain subsequent renewals and extensions of the existing CONTRACT FOR SERVICES
and/or new contracts with DHFS, subject in all cases however to the written
approval of the terms and conditions of such renewals, extensions or contracts
by MHSIC.

31. Each party hereto shall maintain any and all licenses, permits,
authorizations and contracts with DHFS, the State of Wisconsin and the Wisconsin
Office of the Commissioner of Insurance necessary to maintain the business
described herein and shall maintain compliance with all laws, regulations and
requirements necessary for such licenses, permits, authorizations, and/or
contracts.

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32. As between NHP and MHSIC, MHSIC shall have the right to determine any
appropriate changes to the applicable county service area under the CONTRACT FOR
SERVICES, including, without limitation, the counties to be served.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
dates specified below.


NETWORK HEALTH PLAN

By: /s/ [ILLEGIBLE] Date: 3/9/01
------------------------ ----------

Attest: [ILLEGIBLE] Date: 3/9/01
-------------------- ----------


MANAGED HEALTH SERVICES INSURANCE CORP.

By: /s/ Kathleen R. Crampton Date: 03/9/01
------------------------ ----------

Attest: [ILLEGIBLE] Date: 3/9/01
-------------------- ----------

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ADDENDUM I

SUBCONTRACTS AND MEMORANDA OF UNDERSTANDING


NOTE: This Addendum does not apply to subcontracts between the
Department and the HMO. The Department shall have sole authority
to determine the conditions and terms of such subcontracts.

1. Original Review and Approval for HMOs that did not have a
Medicaid/BadgerCare HMO Contract in the Prior Contract Period, or
that are going to accept enrollment of recipients in a new county.

a. The Department may approve, approve with modification, or deny
subcontracts under this Contract at its sole discretion. The
Department may, at its sole discretion and without the need to
demonstrate cause, impose such conditions or limitations on its
approval of a subcontract as it deems appropriate. The Department
may consider such factors as it deems appropriate to protect the
interests of the State and recipients, including but not limited
to the proposed subcontractor's past performance. DHFS will give
the HMO (1) 120 days to implement a change that requires the HMO
to find a new subcontractor, and (2) 60 days to implement any
other change required by DHFS. DHFS will acknowledge the approval
or disapproval of a subcontract within 14 days after its receipt
from the HMO.

b. The Department will review and approve or disapprove each
subcontract before contract signing. Any disapproval of
subcontracts may result in the application by the Department of
remedies pursuant to Article IX of this Contract. The
Department's subcontract review will assure that the HMO has
inserted the following standard language in subcontracts (except
for specific provisions that are inapplicable in a specific HMO
management subcontract);

c. Subcontractor (hereafter identified as subcontractor) agrees to
abide by all applicable provisions of the (HMO's NAME)'s contract
with the Department of Health and Family Services, hereafter
referred to as the Medicaid/BadgerCare HMO Contract.
Subcontractor compliance with the Medicaid/HMO Contract
specifically includes but is not limited to the following
requirements:

1. Subcontractor uses only Medicaid-certified providers in
accordance with Article III. AA. of the Medicaid/BadgerCare
HMO Contract.

2. No terms of this subcontract are valid which terminate legal
liability of HMO in accordance with Article III. Z. of the
Medicaid/BadgerCare HMO Contract.


HMO Contract for January 1, 2000 - December 31, 2001

109


3. Subcontractor agrees to participate in and contribute
required data to HMO Quality Assessment/Performance
Improvement programs as required in Article III. W. of the
Medicaid/BadgerCare HMO Contract.

4. Subcontractor agrees to abide by the terms of the
Medicaid/BadgerCare HMO Contract (Article III. D.) for the
timely provision of emergency and urgent care. Where
applicable, subcontractors agrees to follow those procedures
for handling urgent and emergency care cases stipulated in
any required hospital/emergency room MOUs signed by HMO in
accordance with Article III. J. of the Medicaid/BadgerCare
HMO Contract.

5. Subcontractor agrees to submit HMO encounter data in the
format specified by the HMO, so the HMO can meet the
Department specifications required by Article VI and
Addendum IV of the Medicaid/BadgerCare HMO Contract. HMOs
will evaluate the credibility of data obtained from
subcontracted vendors' external databases to ensure that any
patient-reported information has been adequately verified.

6. Subcontractor agrees to comply with all non-discrimination
requirements in Article III. O. of the Medicaid/BadgerCare
HMO Contract.

7. Subcontractor agrees to comply with all record retention
requirements and, where applicable, the special reporting
requirements on abortions, sterilizations, hysterectomies,
and HealthCheck requirements.

8. Subcontractor agrees to provide representatives of the HMO,
as well as duly authorized agents or representatives of DHFS
and the Federal Department of Health and Human Services,
access to its premises and its contract and/or medical
records in accordance with Article III and Article IX of the
Medicaid/BadgerCare HMO Contract. Subcontractor agrees
otherwise to preserve the full confidentiality of medical
records in accordance with Article XII of the
Medicaid/BadgerCare HMO Contract.

9. Subcontractor agrees to the requirements for maintenance
and transfer of medical records stipulated in Article III.
W. of the Medicaid/BadgerCare HMO Contract.

10. Subcontractor agrees to ensure confidentiality of family
planning services in accordance with Article III. B. of the
Medicaid/BadgerCare HMO Contract.


HMO Contract for January 1, 2000 - December 31, 2001

110


11. Subcontractor agrees not to create barriers to access to
care by imposing requirements on recipients that are
inconsistent with the provision of medically necessary and
covered Medicaid benefits (e.g., COB recovery procedures
that delay or prevent care).

12. Subcontractor agrees to clearly specify referral approval
requirements to its providers and in any sub-subcontracts.

13. Subcontractor agrees not to bill a Medicaid/BadgerCare
enrollee for medically necessary services covered under the
Medicaid/BadgerCare HMO Contract and provided during the
enrollee's period of HMO enrollment pursuant to Section 1128
B(d)(l) of the Social Security Act. This provision shall
continue to be in effect even if the HMO becomes insolvent.
However, if an enrollee agrees in writing to pay for a non-
Medicaid covered service, then the HMO, HMO provider, or HMO
subcontractor can bill.

The standard release form signed by the enrollee at the time
of services does not relieve the HMO and its providers and
subcontractors from the prohibition against billing a
Medicaid enrollee in the absence of a knowing assumption of
liability for a non-Medicaid covered service. The form or
other type of acknowledgment relevant to Medicaid/
BadgerCare enrollee liability must specifically state the
admissions, services, or procedures that are not covered by
Medicaid.

14. Subcontractors must forward to the HMO medical records
pursuant to grievances, within 15 working days of the HMO's
request. If the subcontractor does not meet the 15 day
requirement, the subcontractor must explain why and indicate
when the medical records will be provided.

15. Subcontractor agrees to abide by the terms of Article III.
H. regarding appeals to the HMO and to the Department for
HMO non-payment of service providers.

16. Subcontractor agrees to abide by the HMO marketing/informing
requirements. Subcontractor will forward to the HMO for
prior approval a11 flyers, brochures, letters, and pamphlets
the subcontractor intends to distribute to its
Medicaid/BadgerCare enrollees concerning its HMO
affiliation(s), changes in affiliation, or relates directly
to the Medicaid/BadgerCare population. Subcontractor will
not distribute any "marketing" or recipient informing
materials without the consent of the HMO and the
Department.


HMO Contract for January 1, 2000 - December 31, 2001

111


2. The Department will also review HMO management subcontracts to
assure that rates are reasonable.

a. Subcontracts for HMO management must clearly describe the
services to be provided and the compensation to be paid.

b. Any potential bonus, profit-sharing, or other compensation not
directly related to costs of providing goods and services to
the HMO, shall be identified and clearly defined in terms of
potential magnitude and expected magnitude during the
Medicaid/BadgerCare HMO Contract period.

c. Any such bonus or profit-sharing shall be reasonable compared
to services performed. The HMO shall document reasonableness.

d. A maximum dollar amount for such bonus or profit-sharing shall
be specified for the contract period.

e. Requirements A through D do not have to relate to non-
Medicaid/BadgerCare enrollees if the HMO wishes to have
separate arrangements for these Medicaid enrollees.

3. Subcontract Review for HMOs that have had a Medicaid/BadgerCare
HMO Contract in the Previous Contract Period and are Not Expanding
into New Service Areas during the Current Contract Period.

a. The HMO, shall1 submit, and the Department shall review,
before signing this Contract, an affidavit that the contract
language required above in all Medicaid/BadgerCare HMO
subcontracts is included in all the HMO's subcontracts for
medical services (and dental care, if covered). The affidavit
shall specify the expiration date of all subcontracts.

b. These HMOs shall submit the HMO management subcontract for
review as specified for new contractors above.

4. Review and Approval of New Subcontracts and Changes in Approved
Subcontracts During the Contract Period.

a. New subcontracts and changes in approved subcontracts shall be
reviewed and approved by the Department before taking effect.
This requirement will be considered met if the Department has
not responded within 15 consecutive days of the date of
Departmental receipt of request.

b. This review requirement applies to changes which affect the
amount, duration, scope. location, or quality of services. In
other words, technical changes do not have to be approved.


HMO Contract for January 1, 2000 - December 31, 2001

112


c. Changes in rates paid do not have to be approved, with the
exception of changes in the amounts paid to HMO management
services subcontractors.

d. The HMO shall submit notice within 10 days to the Department
of addition or deletion of subcontracts involving: (i) a
clinic or group of physicians, (ii) an individual physician.

e. The HMO shall notify the Department's enrollment broker within
10 days of additions to, and deletions from the provider
network.

f. The HMO shall submit to the enrollment broker an electronic
listing of all network Medicaid providers, facilities and
pharmacies within the first 10 days of each calendar quarter
in a mutually agreed upon format approved by the Department.
This listing will include, but is not limited to, provider
name, provider number, address, phone number, and specialty as
well as indicators designating whether a provider can be
selected as a PCP, and whether the PCP is accepting new
patients. The listing shall include only Medicaid certified
providers who are contracted with the HMO to provide contract
services to Medicaid/BadgerCare enrollees.

g. The HMO must send timely written notification to enrollees
whose PCP, mental health provider, gatekeeper or dental clinic
terminates a contract with the HMO. The Department must
approve notifications before they are sent to enrollees.

h. The HMO shall be required to submit transition plans when a
primary care provider(s), mental health provider(s),
gatekeeper or dental clinic terminates their contractual
relationship with the HMO. The transition plan will address
continuity of care issues, enrollee notification and any other
information required by the Department to assure adequate
enrollee access. The Department will either approve, deny, or
modify the transition plan prior to the effective date of the
subcontract change.

5. Disclosure Statements

Ownership

The HMO agrees to submit to the Department within 30 days of
contract signing full and complete information as to the identity
of each person or corporation with an ownership or controlling
interest in the HMO, or any subcontractor in which the HMO has a 5
percent or more ownership interest.

a. Definition of "Person with an Ownership or Controlling
Interest." --A "person with an ownership or controlling
interest" means a person or corporation that:

1. Owns directly or indirectly, 5 percent or more of the
HMO's capital or stock or receives 5 percent or more of
its profits (see subsection B);


HMO Contract for January 1. 2O00 - December 31, 2001

113


2 . Has an interest in any mortgage, deed of trust, note, or
other obligation secured in whole or in part by the HMO
or by its property or assets, and that interest is equal
to or exceeds 5 percent of the total property and assets
of the HMO; or

3. Is an officer or director of the HMO (if it is organized
as a corporation) or is a partner in the HMO (if it is
organized as a partnership).

b. Calculation of 5 percent Ownership or Receipt of Profits.-The
percentage of direct ownership or control is calculated by
multiplying the percent of interest which a person owns by the
percent of the HMO's assets used to secure the obligation.
Thus, if a person owns 10 percent of a note secured by 60
percent of the HMO's assets, the person owns 6 percent of the
HMO.

The percentage of indirect ownership or control is calculated
by multiplying the percentages of ownership in each
organization. Thus, if a person owns 10 percent of the stock
in a corporation which owns 80 percent of the stock of the
HMO, the person owns 8 percent of the HMO.

c. Information to be Disclosed - The following information must
be disclosed:

1. The name and address of each person with an ownership or
controlling interest of 5 percent or more in the HMO or
in any subcontractor in which the HMO has direct or
indirect ownership of 5 percent or more;

2. A statement as to whether any of the persons with
ownership or controlling interest is related to any other
of the persons with ownership or controlling interest as
spouse, parent, child, or sibling; and

3. The name of any other organization in which the person
also has ownership or controlling interest. This is
required to the extent that the HMO can obtain this
information by requesting it in writing. The HMO must
keep copies of all of these requests and responses to
them, make them available upon request, and advise the
Department when there is no response to a request.

d. Potential Sources of Disclosure Information - This information
may already have been reported on Form HCFA-1513. "Disclosure
of Ownership and Controlling Interest Statement." Form HCFA-
1513 is likely to have been completed in two different cases.
First, if an HMO is Federally qualified and has a Medicare
contract, it is required to file Form HCFA-1513 with HCFA
within 120 days of the HMO's fiscal year end. Secondly. if the
HMO is owned by or has subcontracts with Medicaid providers
which are reviewed by the State survey agency these providers
may have completed Form HCFA-1513 as part of the survey
process. If Form HCFA-15 13 has not been completed, the HMO


HMO Contract for January 1, 2000 - December 31. 2001

114


may supply the ownership and,controlling information on a
separate report or submit reports filed with the State's
insurance or health regulators as long as these reports provide
the necessary information for the prior 12 month period.

e. As directed by the HCFA Regional Office (RO), this Department
must provide documentation of this disclosure information as part
of the prior approval process for contracts. This documentation
must be submitted to the Department and the RO prior to each
contract period. If an HMO has not supplied the information that
must be disclosed, a contract with the HMO is not considered
approvable for this period of time and no FFP is available for
the period of time preceding the disclosure.

f. A managed care entity may not knowingly have a person who is
debarred, suspended, or otherwise excluded from participating in
procurement activities under the Federal Acquisition Regulation
or from participating in non-procurement activities as a
director, officer, partner, or person with beneficial ownership
of more than 5 percent of the entity's equity, or have an
employment, consulting, or other agreement for the provision of
items and services that are significant and material to the
entity's obligations under irs contract with the State.

g. Business Transactions

All HMOs which are not Federally qualified must disclose to the
Department information on certain types of transactions they have
with a "party in interest" as defined in the Public Health
Service Act. (See Sections 1903(m)(2)(A)(viii) and 1903(m)(4) of
the Act.):

1. Definition of a Party in Interest - As defined in Section
1318(b) of the Public Health Service Act, a party in
interest is:

a) Any director, officer, partner, or employee responsible
for Management or administration of an HMO and HIO; any
person who is directly or indirectly the beneficial
owner of more than 5 percent of the equity of the HMO:
any person who is the beneficial owner of more than 5
percent of the HMO; or, in the case of an HMO organized
as a nonprofit corporation, an incorporator or member
of such corporation under applicable State corporation
law;

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b) Any organization in which a person described in
subsection 1 is director, officer or partner; has,
directly or indirectly a beneficial interest of more
than 5 percent of the equity of the HMO; or has a
mortgage, deed of trust, note, or other interest
valuing more than 5 percent of the assets of the HMO,

c) Any person directly or indirectly controlling,
controlled by, or under common control with an HMO; or

d) Any spouse, child, or parent of an individual described
in subsections 1, 2, or 3.

2. Types of Transactions Which Must Be Disclosed--Business
transactions which must be disclosed include:

a) Any sale, exchange or lease of any property between the
HMO and a party in interest;

b) Any lending of money or other extension of credit
between the HMO and a party in interest; and

c) Any furnishing for consideration of goods, services
(including management services) or facilities between
the HMO and the party in interest. This does not
include salaries paid to employees for services
provided in the normal course of their employment.

3. The information which must be disclosed in the transactions
listed in subsection b, between an HMO and a party in
interest includes:

a) The name of the party in interest for each transaction;

b) A description of each transaction and the quantity or
units involved;

c) The accrued dollar value of each transaction during the
fiscal year; and

d) Justification of the reasonableness of each
transaction.

4. If this Medicaid/BadgerCare HMO Contract is being renewed or
extended, the HMO must disclose information on these
business transactions which occurred during the prior
contract period. If the Contract is an initial contract with
Medicaid, but the HMO has operated previously in the
commercial or Medicare markets, information on business
transactions for the entire year preceding the initial
contract

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period must be disclosed. The business transactions which
must be reported are not limited to transactions related to
serving the Medicaid enrollment. All of these HMO business
transactions must be reported.

6. The HMO shall notify Department within seven days of any notice by the
HMO to a subcontractor, or any notice to the HMO from a subcontractor,
of a subcontract termination, a pending subcontract termination, or a
pending modification in subcontract terms, that could reduce
Medicaid/BadgerCare enrollee access to care.

a. If the Department determines that a pending subcontract termination
or pending modification in subcontract terms will jeopardize enrollee
access to care, then the Department may invoke the remedies provided
for in Article IX and Article X of this Contract. These remedies
include contract termination (notice to HMO and opportunity to correct
are provided for), suspension of new enrollment, and giving enrollees
an opportunity to enroll in a different HMO.

7. The HMO shall submit MOUs referred to in this Contract to the
Department upon the Department's request.

8. The HMO shall submit to the Department copies of new MOUs, or changes
in existing MOUs within 15 days of signing.

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