CONTRACT BETWEEN ADMINISTRACIÓN DE SEGUROS DE SALUD DE PUERTO RICO (ASES) and TRIPLE-S SALUD, INC. (Contractor) to ADMINISTER THE PROVISION OF THE PHYSICAL HEALTH COMPONENT OF THE MISALUD PROGRAM IN DESIGNATED SERVICE REGIONS

Exhibit 10.1

CONTRACT BETWEEN

ADMINISTRACIÓN DE SEGUROS DE SALUD DE PUERTO RICO

 (ASES)

and

TRIPLE-S SALUD, INC.

(Contractor)

to

ADMINISTER THE PROVISION OF THE PHYSICAL HEALTH

COMPONENT OF THE MISALUD PROGRAM

IN DESIGNATED SERVICE REGIONS

Contract No.:
Service Regions:	Metro North, North, San Xxxx, Northeast, West and Virtual Regions

TABLE OF CONTENTS

ARTICLE 1	GENERAL PROVISIONS		2
	1.2	Background	3
	1.3	Groups Eligible for Services Under MiSalud	4
	1.4	Service Regions	6
	1.5	Delegation of Authority	6
	1.6	Availability of Funds	6
ARTICLE 2	DEFINITIONS		6
ARTICLE 3	ACRONYMS		22
ARTICLE 4	ASES RESPONSIBILITIES		25
	4.1	General Provision	25
	4.2	Legal Compliance	25
	4.3	Eligibility	25
	4.4	Enrollment Responsibilities of ASES	26
	4.5	Disenrollment Responsibilities of ASES	29
	4.6	Enrollee Services and Marketing	30
	4.7	Covered Services	31
	4.8	Provider Network	31
	4.9	Quality Monitoring	32
	4.10	Coordination with Contractor’s Key Staff	33
	4.11	Information Systems and Reporting	33
	4.12	Readiness Review	34
ARTICLE 5	CONTRACTOR RESPONSIBILITIES		35
	5.1	General Provisions	35
	5.2	Enrollment Responsibilities of the Contractor	36
	5.3	Selection and Change of a Primary Medical Group (“PMG”) and Primary Care Physician (“PCP”)	40

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	5.4	Disenrollment Responsibilities of the Contractor	42
	5.5	Conversion Clause	47
ARTICLE 6	ENROLLEE SERVICES		48
	6.1	General Provisions	48
	6.2	ASES Approval of All Written Materials	49
	6.3	Requirements for Written Materials	50
	6.4	Enrollee Handbook Requirements	50
	6.5	Enrollee Rights and Responsibilities	55
	6.6	Provider Directory	56
	6.7	Enrollee Identification (ID) Card	57
	6.8	Tele MiSalud (Toll Free Telephone Service)	59
	6.9	Internet Presence / Web Site	63
	6.10	Cultural Competency	64
	6.11	Interpreter Services	64
	6.12	Enrollment Outreach for the Homeless Population	65
	6.13	Special Enrollee Information Requirements for Dual Eligible Beneficiaries	65
	6.14	Marketing	65
ARTICLE 7	COVERED SERVICES AND BENEFITS		67
	7.1	Requirement to Make Available Covered Services	67
	7.2	Medical Necessity	68
	7.3	Experimental or Cosmetic Procedures	69
	7.4	Covered Services and Administrative Services	69
	7.5	Basic Coverage	69
	7.6	Dental Services	94
	7.7	Special Coverage	95
	7.8	Case and Disease Management	101

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	7.9	Early and Periodic Screening, Diagnosis and Treatment Requirements (“EPSDT”)	104
	7.10	Advance Directives	107
	7.11	Enrollee Cost-Sharing	108
	7.12	Dual Eligible Beneficiaries	109
	7.13	Moral or Religious Objections	110
ARTICLE 8	INTEGRATION OF PHYSICAL AND BEHAVIORAL HEALTH SERVICES		110
	8.1	General Provisions	110
	8.2	Co-Location of Staff	111
	8.3	Referrals	111
	8.4	Information Sharing	112
	8.5	Staff Education	112
	8.6	Cooperation With Puerto Rico and Federal Government Agencies	113
	8.7	Contractor and MBHO Coverage of Hospitalization Services	113
	8.8	Integration Plan	113
ARTICLE 9	PROVIDER NETWORK		113
	9.1	General Provisions	113
	9.2	Network Criteria	114
	9.3	Provider Qualifications	115
	9.4	Provider Credentialing	117
	9.5	Provider Ratios	119
	9.6	Network Providers	120
	9.7	Out-of-Network Providers	122
	9.8	Minimum Requirements for Access to Providers	122
	9.9	Referrals	123
	9.10	Timeliness of Prior Authorization	124
	9.11	Behavioral Health Services	124

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	9.12	Hours of Service	125
	9.13	Prohibited Actions	125
	9.14	Access to Services for Enrollees with Special Health Needs	125
	9.15	Preferential Turns	126
	9.16	Contracting with Government Facilities	126
	9.17	Contracting with Other Providers	126
	9.18	PMG Additions or Mergers	127
	9.19	Extended Schedule of PMGs	127
	9.20	Direct Relationship	127
	9.21	Additional PPN Standards	127
	9.22	Contractor Documentation of Adequate Capacity and Services	128
ARTICLE 10	PROVIDER CONTRACTING		128
	10.1	General Provisions	128
	10.2	Provider Training	130
	10.3	Required Provisions in Provider Contracts	131
	10.4	Termination of Provider Contracts	136
	10.5	Provider Payment	138
	10.6	Acceptable Risk Arrangements	141
	10.7	Physician Incentive Plan	142
	10.8	Required Information Regarding Providers	143
ARTICLE 11	UTILIZATION MANAGEMENT		145
	11.1	Utilization Management Policies and Procedures	145
	11.2	Utilization Management Guidance to Enrollees.	146
	11.3	Prior Authorization and Referral Policies	146
	11.4	Use of Technology to Promote Utilization Management	148
	11.5	Court-Ordered Evaluations and Services	148
	11.6	Second Opinions	148

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	11.7	Utilization Reporting Program.	149
ARTICLE 12	QUALITY IMPROVEMENT AND PERFORMANCE PROGRAM		150
	12.1	General Provisions	150
	12.2	Quality Assessment Performance Improvement (QAPI) Program	150
	12.3	Performance Improvement Projects	152
	12.4	ER Quality Initiative Program	153
	12.5	Quality Incentive Program	154
	12.6	Performance Measures	156
	12.7	Provider and Enrollee Satisfaction Surveys	158
	12.8	External Quality Review	158
ARTICLE 13	FRAUD AND ABUSE		159
	13.1	General Provisions	159
	13.2	Compliance Plan	159
	13.3	Program Integrity Plan	161
	13.4	Prohibited Affiliations with Individuals Debarred by Federal Agencies	162
	13.5	Reporting and Investigations	162
ARTICLE 14	GRIEVANCE SYSTEM		163
	14.1	General Requirements	163
	14.2	Complaint	167
	14.3	Grievance Process	167
	14.4	Action	168
	14.5	Appeal Process	170
	14.6	Administrative Law Hearing	172
	14.7	Continuation of Benefits while the Contractor Appeal and Administrative Law Hearing are Pending	173
	14.8	Reporting Requirements	174
	14.9	Remedy for Contractor Non-Compliance with Advance Directive Requirements.	175

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ARTICLE 15	ADMINISTRATION AND MANAGEMENT		175
	15.1	General Provisions	175
	15.2	Place of Business and Hours of Operation	175
	15.3	Training and Staffing	176
	15.4	Data Certification	176
	15.5	Implementation Plan and Submission of Initial Deliverables	177
ARTICLE 16	PROVIDER PAYMENT MANAGEMENT		177
	16.1	General Provisions	177
	16.2	[Intentionally left blank].	178
	16.3	[Intentionally left blank].	178
	16.4	[Intentionally left blank].	178
	16.5	Payment Schedule	178
	16.6	Contractor Administration Responsibilities –for Vieques and Guaynabo.	179
	16.7	Required Claims Processing Reports	179
	16.8	Submission of Encounter Data	180
	16.9	Relationship With Pharmacy Benefit Manager (PBM)	180
	16.10	Timely Payment of Claims	181
	16.11	Contractor Denial of Claims and Resolution of Contractual and Claims Disputes	183
	16.12	Contractor Recovery from Providers	186
ARTICLE 17	INFORMATION MANAGEMENT AND SYSTEMS		187
	17.1	General Provisions	187
	17.2	Global System Architecture and Design Requirements	188
	17.3	System and Data Integration Requirements	190
	17.4	System Access Management and Information Accessibility Requirements	190
	17.5	Systems Availability and Performance Requirements	191
	17.6	System Testing and Change Management Requirements	194

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	17.7	System Security and Information Confidentiality and Privacy Requirements	194
	17.8	Information Management Process and Information Systems Documentation Requirements	195
	17.9	Reporting Functionality Requirements	196
	17.10	Community Health Record and Health Information Exchange (HIE) Requirements	196
ARTICLE 18	REPORTING		196
	18.1	General Requirements	196
	18.2	Specific Requirements	196
ARTICLE 19	ENFORCEMENT AND LIQUIDATED DAMAGES		201
	19.1	General Provisions	201
	19.2	Category 1	202
	19.3	Category 2	202
	19.4	Category 3	203
	19.5	Category 4	204
	19.6	Other Remedies	206
	19.7	Notice of Remedies	206
ARTICLE 20	TERM OF CONTRACT		208
ARTICLE 21	PAYMENT FOR SERVICES		208
	21.1	General Provisions	208
	21.2	Administrative Fee	209
	21.3	Claims Payment	210
	21.4	Claims Incurred But Not Reported	211
	21.5	Contractor Objections to Payment	212
	21.6	Retention Fund for Quality Incentive Program	212
	21.7	Financial Performance Incentive	212
ARTICLE 22	FINANCIAL MANAGEMENT		213
	22.1	General Provisions	213

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	22.2	Solvency and Financial Requirements	214
	22.3	Reinsurance and Stop Loss	214
	22.4	Third Party Liability and Cost Avoidance	215
	22.5	MiSalud as Secondary Payer to Medicare	219
	22.6	[Intentionally left blank].	220
	22.7	Reporting Requirements	220
ARTICLE 23	PAYMENT OF TAXES		222
ARTICLE 24	RELATIONSHIP OF PARTIES		223
ARTICLE 25	INSPECTION OF WORK		223
ARTICLE 26	GOVERNMENT PROPERTY		223
ARTICLE 27	OWNERSHIP AND USE OF DATA AND SOFTWARE		224
	27.1	Ownership and Use of Data	224
	27.2	Responsibility for Information Technology Investments	224
ARTICLE 28	CRIMINAL BACKGROUND CHECKS		225
ARTICLE 29	SUBCONTRACTS		226
	29.1	Use of Subcontractors	227
	29.2	Cost or Pricing by Subcontractors	227
ARTICLE 30	REQUIREMENT OF INSURANCE LICENSE		227
ARTICLE 31	CERTIFICATIONS		228
ARTICLE 32	RECORDS REQUIREMENTS		229
	32.1	General Provisions	229
	32.2	Records Retention and Audit Requirements	229
	32.3	Medical Record Requests	231
ARTICLE 33	CONFIDENTIALITY		231
	33.1	General Confidentiality Requirements	231
	33.2	HIPAA Compliance	232

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ARTICLE 34	TERMINATION OF CONTRACT		232
	34.1	Termination by ASES	232
	34.2	Termination by the Contractor	234
	34.3	General Procedures	234
	34.4	Termination Procedures	235
ARTICLE 35	PHASE IN, PHASE-OUT AND COOPERATION WITH OTHER CONTRACTORS		238
	35.1	[Intentionally left blank].	239
	35.5	Phase Out Transition Period	239
	35.6	Phase-In Transition Reports and Meetings	242
	35.7	ASES Obligations	243
	35.8	Contractor Objections to Payment	244
	35.9	Runoff Period	244
ARTICLE 36	INSURANCE		245
ARTICLE 37	COMPLIANCE WITH ALL LAWS		246
	37.1	Nondiscrimination	246
	37.2	Compliance with All Laws	246

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ARTICLE 38	CONFLICT OF INTEREST AND CONTRACTOR INDEPENDENCE		247
ARTICLE 39	CHOICE OF LAW OR VENUE		248
ARTICLE 40	THIRD-PARTY BENEFICIARIES		248
ARTICLE 41	SURVIVABILITY		248
ARTICLE 42	PROHIBITED AFFILIATIONS WITH INDIVIDUALS DEBARRED AND SUSPENDED		248
ARTICLE 43	WAIVER		249
ARTICLE 44	FORCE MAJEURE		249
ARTICLE 45	BINDING		249
ARTICLE 46	TIME IS OF THE ESSENCE		249
ARTICLE 47	AUTHORITY		249
ARTICLE 48	ETHICS IN PUBLIC CONTRACTING		250
ARTICLE 49	DISPUTE RESOLUTION		250
	49.2	Informal Dispute Resolution Procedures	250
	49.3	Arbitration.	250
	49.4	Court Action	251

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ARTICLE 50	SECTION TITLES NOT CONTROLLING		251
ARTICLE 51	HOLD HARMLESS		252
ARTICLE 52	COOPERATION WITH AUDITS		252
ARTICLE 53	OWNERSHIP AND FINANCIAL DISCLOSURE		252
ARTICLE 54	AMENDMENT IN WRITING		252
ARTICLE 55	CONTRACT ASSIGNMENT		252
ARTICLE 56	SEVERABILITY		253
ARTICLE 57	ENTIRE AGREEMENT		253
ARTICLE 58	NOTICES		253
ARTICLE 59	OFFICE OF THE COMPTROLLER		254

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THIS CONTRACT is made and entered into as of the Effective Date (defined below) by and between the Puerto Rico Health Insurance Administration (Administración de Seguros de Salud de Puerto Rico, hereinafter referred to as “ASES” or “the Administration”), a public corporation in the Government of Puerto Rico, and TRIPLE-S SALUD, INC. (“the Contractor”), an insurance company duly organized and authorized to do business under the laws of the Government of Puerto Rico, with employer identification number 00-0000000.

WHEREAS, pursuant to Title XIX of the federal Social Security Act, codified as 42 USC 1396 et seq. (“the Social Security Act”), and Act No. 72 of September 7, 1993 of the Laws of the Government of Puerto Rico, as amended, (“Act 72”), a comprehensive program of medical assistance for needy persons exists in the Commonwealth of Puerto Rico;

WHEREAS, under Act 72 and other sources of law of the Government of Puerto Rico designated in Attachment 1 ASES is responsible for health care policy, purchasing, planning, and regulation of health insurance plans, and pursuant to these statutory provisions, ASES has established a managed care program under the medical assistance program, known as “MiSalud,” or “the MiSalud Program”;

WHEREAS, the Puerto Rico Health Department (“the Health Department”) is the single State agency designated to administer medical assistance in Puerto Rico under Title XIX of the Social Security Act of 1935, as amended, and is charged with ensuring the appropriate delivery of health care services under Medicaid and the Children’s Health Insurance Program (“CHIP”) in Puerto Rico, and ASES manages these programs pursuant to a 1993 interagency collaborative agreement;

WHEREAS, MiSalud serves a mixed population including not only the Medicaid and CHIP populations, but also other eligible individuals as established under Act 72;

WHEREAS, ASES seeks to comply with the public policy objective of the Government of Puerto Rico (“the Government” or “Puerto Rico”) of creating MiSalud, an integrated system of physical and behavioral health services, with an emphasis on preventative services and access to quality care;

WHEREAS, in connection with the implementation of this public policy ASES caused a Request for Proposals for Physical Health Services to be issued on May 3, 2010, subsequently amended on June 17, 2010, (as amended, “the RFP”);

WHEREAS, ASES accepted the proposal submitted under the RFP by MCS Health Management Options, Inc. (“MCS”) to provide Physical Health Services in the Service Regions (as hereinafter defined);

WHEREAS, on October 14, 2010, ASES and MCS executed a contract for the Provision of Physical Health Services under the MiSalud Program in six service regions (hereinafter referred to as the “Original Contract”).  These service regions were the WEST, NORTH, METRO NORTH, SAN XXXX, NORTHEAST, and VIRTUAL Regions (hereinafter collectively referred to as the “Service Regions”);

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WHEREAS, on June 9, 2011, ASES and MCS executed a restated contract (the Original Contract, as amended and restated is hereinafter referred to as the “Restated Contract”);

WHEREAS, the Restated Contract granted MCS a Limited Right of Non-Renewal and a Limited Right of Termination, in the event that MCS and ASES failed to agree on the Per Member Per Month Payment rates for the succeeding Fiscal Year, to be exercised on a specified period of time before the last day of the then current year under the Restated Contract;

WHEREAS, MCS and ASES were unable to agree on new Per Member Per Month Payment rates for each Service Region to be applicable for the Fiscal Year commencing on July 1, 2011 and therefore, MCS provided notice of non-renewal, which notice of non-renewal constituted notice of termination under the Restated Contract;

WHEREAS, MCS did not rescinded its notice of termination for which reason MCS and ASES agreed to proceed with the transition of the Service Regions to a new physical health services provider or providers to be designated by ASES for the MiSalud Program, as provided in the Restated Contract;

WHEREAS, in connection with the transition to a new physical health service provider or providers, ASES requested from all the participants in the RFP procurement process proposals for the provision of Physical Health Services in the Service Regions;

WHEREAS, the Contractor agreed to submit to ASES a proposal to administer the provision of  physical health services in the Service Regions previously serviced by MCS as a third party administrator for a fee;

WHEREAS, after considering the different proposals submitted by the other proponents under the RFP, ASES selected the Contractor to administer the provision of physical health services in the Service Regions;

WHEREAS, the Contractor has agreed to administer and arrange for the provision of  physical health services by Network Providers in the Service Regions as a third party administrator under the terms and conditions specified in this Contract.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ASES and the Contractor (each individually a “Party” and collectively the “Parties”) hereby agree as follows:

ARTICLE 1 GENERAL PROVISIONS

The Government of Puerto Rico implemented certain reforms to its government health program, which serves Medicaid and CHIP recipients, as well as xxxxxx care children, certain individuals and families eligible based on income, and certain Government employees, pensioners, and veterans.  The reforms produced an integrated model of physical and behavioral health services, with an emphasis on prevention and on facilitating prompt access to needed primary and specialty services.  The Parties acknowledge that the Contractor shall not be financially responsible or otherwise at risk for the provision of Covered Services and Benefits to Enrollees in the MiSalud Program.

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1.1 The Contractor shall assist the Government of Puerto Rico by arranging for and administering the delivery of certain services under MiSalud through the described tasks, obligations, and responsibilities specified in, and subject to the terms of, this Contract.

1.1.1 All references in this document to the defined term “Contract” shall be deemed to mean this Contract, and the contractual relationship between the Parties shall now be governed and controlled by this Contract.

1.1.2 All references herein to the Contractor’s compliance with federal or Puerto Rico laws, regulations or rules, including but not limited to 42 CFR Part 438, shall apply to the Contractor and/or Contractor’s provision of Administrative Services only to the extent any such laws, regulations or rules apply to a PIHP when such an entity is arranging for the provision of medical services or inpatient hospital or institutional services or providing administrative services.  For the avoidance of doubt, the Parties agree that the Contractor is not providing medical services under this Contract and shall not be regulated as such.  The foregoing notwithstanding, this will not be considered a limitation on the Contractor’s ability to render the Administrative Services.

1.2 Background

1.2.1 Effective October 1, 2010, the government health program previously referred to as La Reforma has been known as MiSalud.  MiSalud continues the services offered under La Reforma, but also embodies new policy objectives.

1.2.2 MiSalud has the following objectives:

1.2.2.1 To transform Puerto Rico’s health system through an integrated vision of physical and behavioral health.

1.2.2.2 To encourage the Contractor and other selected health plans to work together with Managed Behavioral Health Organizations (“MBHOs”) in each of nine service regions of Puerto Rico to provide integrated physical and behavioral health services.

1.2.2.3 To establish Primary Medical Groups (“PMGs”), which shall enter agreements with the Contractor, and shall act as the monitors for medical care.  PMGs shall provide, manage, and direct health services, including coordination with behavioral health personnel and specialist services, in a timely manner.

1.2.2.4 To develop within each of the nine service regions a Preferred Provider Network (“PPN”), which shall be composed of physician specialists, laboratories, radiology facilities, hospitals, and Ancillary Service Providers that shall render Covered Services to persons enrolled in MiSalud (“Enrollees”).

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1.2.2.5 To facilitate access to quality primary care and specialty services within the PPN by providing all services without the requirement of a referral, and not requiring cost-sharing for services within the PPN.

1.2.2.6 To ensure that, other than through appropriate utilization control measures, services to Enrollees in MiSalud are not refused, restricted, or reduced, including by reason of pre-existing conditions or waiting periods.

1.2.2.7 To support the Puerto Rico Health Department and the Puerto Rico Mental Health and Against Addiction Services Administration (Administración de Servicios de Salud Mental y Contra la Adicción, hereinafter “ASSMCA”) in health education efforts focusing on lifestyles, HIV/AIDS prevention, the prevention of drug and substance abuse, and maternal and child health.

1.3 Groups Eligible for Services Under MiSalud

1.3.1 The following groups served under MiSalud are hereinafter referred to collectively as “Eligible Persons.”

1.3.1.1 Medicaid.  These groups shall be referred to hereinafter as “Medicaid Eligible Persons.”  All Medicaid eligibility categories, including the following, are eligible to enroll in MiSalud:

1.3.1.1.1 Categorically needy, as defined in 42 CFR Part 436, refers to families and children; aged, blind, or disabled individuals; and pregnant women, who are eligible for Medicaid.  These groups are mandatory eligibility groups who, generally, are receiving or deemed to be receiving cash assistance.

1.3.1.1.2 Families and children refers to eligible members of families with children who are financially eligible under AFDC (Aid to Families with Dependent Children) or medically needy rules and who are deprived of parental support or care as defined under the AFDC program (see 45 CFR 233.90, 233.100).  In addition, this group includes individuals under age 21 who are not deprived of parental support or care but are financially eligible under AFDC rules or medically needy rules.

1.3.1.1.3 Medically needy refers to families, children, aged, blind or disabled individuals, and pregnant women who are not listed as categorically needy but who may be eligible for Medicaid because their income and resources are within limits set by the Government of Puerto Rico under its Medicaid Plan (including persons whose income and resources fall within these limits after their incurred expenses for medical or remedial care are deducted).

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1.3.1.1.4 Dual eligible beneficiaries refers to persons eligible for both Medicaid and Medicare (either Part A only, or Parts A and B).

1.3.1.1.5 Xxxxxx care children in the custody of the Family and Children Administration (Administración de Familias y Niños, hereinafter “ADFAN”), provided that they otherwise meet Medicaid eligibility criteria; and

1.3.1.1.6 Survivors of domestic violence referred by the Office of the Women’s Advocate (Oficina de la Procuradora de las Mujeres), provided that they otherwise meet Medicaid eligibility criteria.

1.3.1.2 Children’s Health Insurance Program (CHIP). This group, comprised of children whose family income does not exceed two hundred percent (200%) of the Puerto Rico poverty level, will be referred to hereinafter as “CHIP Eligible Persons.”  The CHIP population may include xxxxxx care children in the custody of ADFAN, provided that they otherwise meet CHIP eligibility criteria.

1.3.1.3 Other Groups (Non-Medicaid/CHIP).  The following groups, which receive services under MiSalud without any federal participation, will be referred to hereinafter as “Other Eligible Persons.”

1.3.1.3.1 The “Commonwealth Population,” comprised of the following groups:

1.3.1.3.1.1 Certain persons whose family income does not exceed two hundred percent (200%) of the Puerto Rico poverty level, who are between twenty-one (21) and sixty-four (64) years of age, and who do not qualify for either Medicaid or CHIP;

1.3.1.3.1.2 Police officers of the Government of Puerto Rico, and their Dependents;

1.3.1.3.1.3 Surviving Spouses of deceased police officers;

1.3.1.3.1.4 Survivors of domestic violence referred by the Office of the Women’s Advocate;

1.3.1.3.1.5 Veterans; and

1.3.1.3.1.6 Any other group of Eligible Persons that may be added during the Term of this Contract as a result of a change in laws or regulations.

1.3.1.3.2 Government Employees and Pensioners, whose eligibility for MiSalud is not based on income.

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1.3.1.4 Throughout the term of this Contract, ASES may amend the definition of the eligibility groups to be consistent with any amendments made to the Medicaid State plan.

1.4 Service Regions

1.4.1 The Contractor shall perform Administrative Services under this Contract in the Service Regions.

1.4.2 For the delivery of services under MiSalud, ASES has divided Puerto Rico into nine regions: eight geographical service regions and one “Virtual Region.”  See Attachment 2 for a map of the geographical service regions.

1.4.3 The “Virtual Region” encompasses services provided throughout Puerto Rico to two groups of Enrollees: children who are under the custody of ADFAN; and certain survivors of domestic violence referred by the Office of the Women’s Advocate, who enroll in the MiSalud program.

1.5 Delegation of Authority

Federal law and Puerto Rico law limit the capacity of ASES to delegate decisions to the Contractor.  All decisions relating to public policy and to the administration of the Medicaid, CHIP, and the Puerto Rico government health assistance program included in MiSalud rest with the Puerto Rico Medicaid Program and ASES.

1.6 Availability of Funds

This Contract is subject to the availability of funds on the part of ASES, which in turn is subject to the transfer of federal, Puerto Rico, and municipal funds.  If available funds are insufficient to meet its contractual obligations, ASES reserves the right to terminate this Contract, pursuant to Sections 34.1 and 34.6 of this Contract.

ARTICLE 2 DEFINITIONS

Whenever capitalized in this Contract, the following terms have the respective meaning set forth below, unless the context clearly requires otherwise.

Act 72: The law of the Government of Puerto Rico, adopted on September 7, 1993, and subsequently amended, which created the Puerto Rico Health Insurance Administration (ASES) and empowered ASES to administer certain government health programs.

Abandoned Call: A call initiated to a Call Center that is ended by the caller before any conversation occurs or before a caller is permitted access to a caller-selected option.

Abuse: Provider practices that are inconsistent with sound fiscal, business, or medical practices, and result in unnecessary cost to the MiSalud Program, or in reimbursement for services that are not Medically Necessary or that fail to meet professionally recognized standards for Health Care. It also includes Enrollee practices that result in unnecessary cost to the Medicaid program.

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Access: Adequate availability of Benefits to fulfill the needs of Enrollees.

Action: The denial or limited authorization of a requested service, including the type or level of service; the reduction, suspension, or termination of a previously authorized service; the denial, in whole or part, of payment for a service (including in circumstances in which an Enrollee is forced to pay for a service; the failure to provide services in a timely manner (within the timeframes established by this Contract or otherwise established by ASES); or the failure of the Contractor to act within the timeframes provided in 42 CFR 438.408(b).

ADFAN: Families and Children Administration (Administración de Familias y Niños), which is responsible for xxxxxx care children in the custody of the Government of Puerto Rico.

Administrative Fee:  The monthly amount that ASES will pay to the Contractor for performing the Administrative Services which shall be determined by multiplying the number of Enrollees by the Per Member Per Month Administrative Fee.  This payment is made, without any deduction or Withhold unless otherwise specified in this Contract, regardless of whether Enrollees receive Covered Services or Benefits during the period covered by the payment.

Administrative Services: The Contractual obligations of the Contractor to perform administrative services with respect to the provision of Covered Services as set forth in this Contract, including Case Management, Disease Management, Utilization Management, Credentialing Network Providers, Network management, quality improvement, Marketing, Enrollment, Enrollee services, Claims administration, Information Systems, financial management and reporting, and other administrative services to be performed by the Contractor as specified in this Contract or as may be mutually agreed by the Parties in writing by amending this Contract.

Administrative Law Hearing: The appeal process administered by the Government of Puerto Rico and as required by federal law, available to Enrollees and Providers after they exhaust the applicable grievance system and complaint process.

Administrative Referral: A Referral of an Enrollee by the Contractor to a Provider or facility located outside the PPN, when the Enrollee’s PCP or other PMG physician does not provide a Referral in the required time period.

Advance Directive: A written instruction, such as a living will or durable power of attorney for Health Care, as defined in 42 CFR 489.100, and as recognized under Puerto Rico law under Act 160 of November 17, 2001, as amended, relating to the provision of health care when the individual is incapacitated.

Agent: An entity that contracts with ASES to perform administrative services, including but not limited to: fiscal agent activities; outreach, eligibility, and Enrollment activities; and Information Systems and technical support.

Ancillary Services: Professional services, including laboratory, radiology, physical therapy, and respiratory therapy, which are provided in conjunction with other medical or hospital care.

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Appeal:  An Enrollee request for a review of an Action.

ASES: Administración de Seguros de Salud de Puerto Rico (the Puerto Rico Health Insurance Administration), the entity in the Government of Puerto Rico responsible for oversight and administration of the MiSalud Program, or its Agent.

ASES Data: All data created from information, documents, messages (verbal or electronic), Reports, or meetings involving or arising out of this Contract, except for the Contractor Proprietary Information.

ASSMCA: Administración de Servicios de Salud Mental y Contra la Addiccion (the Puerto Rico Mental Health and Against Addiction Services Administration), the government agency responsible for the planning and establishment of mental health and substance abuse policies and procedures and for the coordination, development, and monitoring of all behavioral health services rendered to Enrollees in MiSalud.

Authorized Representative:  A person authorized by an Enrollee in writing to make health-related decisions on behalf of an Enrollee, including, but not limited to, Enrollment and Disenrollment decisions, filing Complaints, Grievances, and Appeals, and choice of a PCP or PMG.

Authorized Signatory:  An individual designated by the Contractor who is either the Contractor’s Chief Executive Officer, the Contractor’s Chief Financial Officer, or an individual who has delegated authority to sign for, and who reports directly to, the Contractor’s Chief Executive Officer or Chief Financial Officer.

Automatic Assignment (or Auto-Assignment):  The assignment of an Enrollee to a Primary Medical Group and a Primary Care Physician by the Contractor, normally at the time that ASES or the Contractor Auto-Enrolls the person in the MiSalud Program.

Auto-Enrollment: The Enrollment of an individual who is certified eligible for Medicaid or CHIP and the Commonwealth Population, in a MiSalud Plan by the Contractor without any action by the individual, as provided in Articles 4 and 5 of this Contract.

Basic Coverage: The MiSalud Covered Services listed in Section 7.5 of this Contract, which are available to all Enrollees.

Benefits: The services set forth in this Contract, including Basic Coverage, Dental Services and Special Coverage for which the Contractor has agreed to provide Administrative Services.

Blocked Call: A call that cannot be connected immediately because no circuit is available at the time the call arrives or the telephone system is programmed to block calls from entering the queue when the queue backs up beyond a defined threshold.

Business Days:  Traditional workdays, including Monday, Tuesday, Wednesday, Thursday, and Friday.  Puerto Rico holidays are excluded.

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Calendar Days:  All seven days of the week.

Call Center: A telephone service facility equipped to handle a large number of inbound and outbound calls.

Capitation: A method of risk sharing reimbursement contained in a written agreement through which a Provider agrees to provide specified health care services to Enrollees for a fixed amount per month.

Case Management: An Administrative Service comprised of a set of Enrollee-centered steps to ensure that an Enrollee with intensive needs, including catastrophic or high-risk conditions, receives needed services in a supportive, effective, efficient, timely, and cost-effective manner.

Centers for Medicare and Medicaid Services: The agency within the U.S. Department of Health and Human Services with responsibility for the Medicare, Medicaid and the Children’s Health Insurance Programs.

Center for the Collection of Municipal Revenues: The tax collection agency of the Government of Puerto Rico.

Central Access Units: Clinics that serve as points of entry for Enrollees seeking to access Behavioral Health Services, which are staffed by an interdisciplinary team responsible for referring Enrollees to the required level of treatment, and for tracking and monitoring quality in the delivery of Behavioral Health Services.

Certification: As provided in Section 4.3.3 of this Contract, a decision by the Puerto Rico Medicaid Program that a person is eligible for services under the MiSalud Program because the person is Medicaid Eligible, CHIP Eligible, or a member of the Commonwealth Population. Some public employees and pensioners may enroll in MiSalud without first receiving a Certification.

Children’s Health Insurance Program (“CHIP”): The Government of Puerto Rico’s Children’s Health Insurance Program established pursuant to Title XXI of the Social Security Act.

CHIP Eligible Person: A child eligible to enroll in the MiSalud Program because he or she is eligible for CHIP.

Chronic Condition: An ongoing physical, behavioral, or cognitive disorder, with duration of at least twelve (12) months with resulting functional limitations, reliance on compensatory mechanisms (medications, special diet, assistive devices, etc.) and service use or need beyond that which is normally considered routine.

Claim:  Whether submitted manually or electronically, a xxxx for Covered Services, a line item of Covered Services, or all Covered Services for one Enrollee within a xxxx.

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Claims Payment:  The amount that ASES pays the Contractor for Claims submitted by Providers for Covered Services provided to Enrollees under this Contract.

Claims Payment Report:  The report required to be submitted each fifteenth (15th) and (30th) day of each calendar month by the Contractor with detailed claims information and check request numbers consistent with Article 16.

Clean Claim: A Claim received by the Contractor for adjudication, which can be processed without obtaining additional information from the Provider of the service or from a Third Party, as provided in Section 22.4.5.1 of this Contract.  It includes a claim with errors originating in the Contractor’s claims system.  It does not include a claim from a Provider who is under investigation for Fraud or Abuse, or a claim under review for Medical Necessity.

Cold-Call Marketing:  Any unsolicited personal contact by the Contractor with an Eligible Person, for the purposes of marketing.

Commonwealth Population: A group eligible for participation in MiSalud as Other Eligible Persons, with no federal participation in the cost of their coverage, which is comprised of low-income persons and other groups listed in Section 1.3.1.3.1 of this Contract.

Complaint: The procedure for addressing Enrollee complaints, defined as expressions of dissatisfaction about any matter other than an Action that are resolved at the point of contact rather than through filing a formal grievance.

Comprehensive Care Centers (“CCuSaI”): Integrated care centers focused on prevention, offering additional services in the areas of health promotion, healthy lifestyles, and preventing chronic diseases.

Contract:  The written agreement between ASES and the Contractor; comprised of the Contract, any addenda, appendices, attachments, or amendments thereto.

Contract Term: The duration of time that this Contract is in effect (including any Transition Period), as defined in Article 20 of this Contract.

Contractor: Triple-S Salud, Inc., a corporation licensed as an insurer by the PRICO, which contracts hereunder with ASES for the provision of Administrative Functions.

Contractor Proprietary Information:  As defined in Section 27.1.2 of this Contract.

Conversion Clause: The provision in Section 5.5 of this Contract giving the Enrollee the right to apply for a direct pay insurance policy from the Contractor upon the Effective Date of Disenrollment from the Plan.

Co-Payment: A cost-sharing requirement which is a fixed monetary amount paid by the Enrollee to a Provider for certain Covered Services as specified by ASES.

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Corrective Action Plan:  The detailed written plan required by ASES from the Contractor to correct or resolve a deficiency which may include a remedy as provided in Article 19 of this Contract.

Cost Avoidance: A method of paying Claims in which the Provider is not reimbursed until the Provider has demonstrated that all available health insurance, and other sources of Third Party Liability, have been exhausted.

Countersignature: An authorization provided by the Enrollee’s PCP, or another Provider within the Enrollee’s PMG, for a prescription written by another Provider to be dispensed.

Covered Services:  Those Medically Necessary physical health care services (listed in Article 7 of this Contract) provided to Enrollees by Providers, the payment or indemnification of which is covered under this Contract.

Credentialing:  The Contractor’s determination as to the qualifications of a specific Provider to render specific health care services.

Cultural Competency:  A set of interpersonal skills that allow individuals to increase their understanding, appreciation, acceptance, and respect for cultural differences and similarities within, among and between groups and the sensitivity to know how these differences influence relationships with Enrollees.  This requires a willingness and ability to draw on community-based values, traditions and customs, to devise strategies to better meet culturally diverse Enrollee needs, and to work with knowledgeable persons of and from the community in developing focused interactions, communications, and other supports.

Cultural Competency Plan:  Shall have the meaning ascribed to such term in Section 6.10.1 of this Contract.

Daily Basis: Each Business Day.

Deductible: In the context of Medicare, the dollar amount of covered services that must be incurred before Medicare will pay for all or part of the remaining covered services.

Dental Services: The dental services provided under MiSalud, listed in Section 7.6 of this Contract.

Dependent: A person who is enrolled in MiSalud as the spouse or child of the principal Enrollee.

Deliverable:  A document, manual or report submitted to ASES by the Contractor to fulfill requirements of this Contract.

Disease Management: An Administrative Service comprised of a set of Enrollee-centered steps to provide coordinated care to Enrollees suffering from diseases listed in Section 7.8.3 of this Contract.

Disenrollment: The termination of a person’s Enrollment in the MiSalud Plan.

Dual Eligible Beneficiary: An Enrollee eligible for both Medicaid and Medicare.

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Durable Medical Equipment:  Equipment, including assistive technology, which: a) can withstand repeated use; b) is used to service a health or functional purpose; c) is ordered by a Health Care Professional to address an illness, injury or disability; and d) is appropriate for use in the home, work place, or school.

Early and Periodic Screening, Diagnostic, and Treatment (EPSDT) Program:  A Medicaid-mandated program that covers screening and diagnostic services to determine physical and mental deficiencies in Enrollees less than twenty-one (21) years of age, and health care, prevention, treatment, and other measures to correct or ameliorate any deficiencies and chronic conditions discovered.

Effective Date of the Contract: The first day of the Term of this Contract, which shall be the date upon which the Contract is fully executed as specified on the signature page of this Contract, but in no event later than the Implementation Date.

Effective Date of Disenrollment: The date, as defined in Section 4.5.3 of this Contract, on which an Enrollee ceases to be covered under the MiSalud Plan.

Effective Date of Enrollment: The date, as defined in Section 4.4.1 of this Contract, on which an Eligible Person becomes an Enrollee and acquires coverage under the MiSalud Plan.

EHR system: An electronic health record as provided in Section 4.11.4 of this Contract.

Eligible Person: A person eligible to enroll in the MiSalud Program, as provided in Section 1.3.1 of this Contract, by virtue of being Medicaid Eligible, CHIP Eligible, or an Other Eligible Person.

Emergency Medical Condition or Medical Emergency: A medical or mental health condition, regardless of diagnosis or symptoms, manifesting itself by acute symptoms of sufficient severity (including severe pain) that a prudent layperson, who possesses an average knowledge of health and medicine, could reasonably expect to result in the following, in the absence of immediate medical attention:  (i) placing the physical or mental health of the individual (or, with respect to a pregnant woman, the health of the woman or her unborn child) in serious jeopardy; (ii) seriously impairing bodily functions; or (iii) causing serious dysfunction of any bodily organ or part.

Emergency Services: Covered Services (as described in Section 7.5.9 of this Contract) furnished by a qualified Provider in an emergency room that are needed to evaluate or stabilize an Emergency Medical Condition as defined above.

Encounter:  A distinct set of services provided to an Enrollee in a face-to-face setting on the dates that the services were delivered, regardless of whether the Provider is paid on a Fee-for-Service or Capitated basis.  Encounters with more than one Health Care Professional, and multiple Encounters with the same Health Care Professional, that take place on the same day in the same location will constitute a single Encounter, except when the Enrollee, after the first Encounter, suffers an illness or injury requiring an additional diagnosis or treatment.

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Encounter Data:  (i) All data captured during the course of a single Encounter that specify the diagnoses, comorbidities, procedures (therapeutic, rehabilitative, maintenance, or palliative), pharmaceuticals, medical devices and equipment associated with the Enrollee receiving services during the Encounter; (ii) The identification of the Enrollee receiving and the Provider(s) delivering the health care services during the single Encounter; and, (iii) A unique, i.e. unduplicated, identifier for the single Encounter.

Enrollee: A person who is currently enrolled in the Plan, as provided in this Contract, and who, by virtue of relevant federal and Puerto Rico laws and regulations, is an Eligible Person listed in Section 1.3.1 of this Contract.

Enrollment: The process by which an Eligible Person becomes a member of the MiSalud Plan.

EPSDT Checkups:  Shall have the meaning ascribed to such term in Section 7.9.3.1 of this Contract.

EPSDT Eligible Children:  Shall have the meaning ascribed to such term in Section 7.9.1 of this Contract.

EPSDT Plan:  Shall have the meaning ascribed to such term in Section 7.9.1.1 of this Contract.

External Quality Review Organization (“EQRO”):  An organization that meets the competence and independence requirements set forth in 42 CFR 438.354 and performs analysis and evaluation on the quality, timeliness, and access to Covered Services and Benefits to Enrollees with respect to which the Contractor provides Administrative Services under this Contract.

Federally Qualified Health Center (“FQHC”) Services:  An entity that provides outpatient health programs pursuant to Section 1905(l)(2)(B) of the Social Security Act.

Federally Qualified Health Center (“FQHC”) Services:  Services furnished to an individual as an outpatient of an FQHC.

Fee-for-Service:  A method of reimbursement based on payment for specific Covered Services rendered to an Enrollee.

Final Report:  Shall have the meaning ascribed to such term in Section 34.8.4 of this Contract.

Fiscal Year: The period from July 1 of one calendar year through June 30 of the following calendar year.

Fraud:  An intentional deception or misrepresentation made by a person with the knowledge that the deception could result in some unauthorized benefit or financial gain to him/herself or some other person, and it includes any act that constitutes Fraud under applicable federal or Puerto Rico law.

General Network: The group of Providers under contract with the Contractor that are not members of the Contractor’s Preferred Provider Networks.

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Grievance: An expression of dissatisfaction about any matter other than an Action.

Grievance System:  The overall system that includes Complaints, Grievances, and Appeals at the Contractor level, as well as access to the Administrative Law Hearing process.

Health Care Professional:  A physician or other health care professional, including but not limited to podiatrists, optometrists, chiropractors, psychologists, dentists, physician’s assistants, physical or occupational therapists and therapists assistants, speech-language pathologists, audiologists, registered or licensed practical nurses (including nurse practitioners, clinical nurse specialist, certified registered nurse anesthetists, and certified nurse midwives), licensed certified social workers, registered respiratory therapists, and certified respiratory therapy technicians.

Health Certificate: Certificate issued by a physician after an examination that includes Venereal Disease Research Laboratory (“VRDL”) and tuberculosis (“TB”) tests if the individual suffers from a contagious disease that could incapacitate him or her or prevent him or her from doing his or her job, and does not represent a danger to public health.

 Healthy Child Care: The battery of screenings (listed in Section 7.5.3.1 of this Contract) provided to children under age two (2) who are Medicaid- or CHIP Eligible as part of Puerto Rico’s Early and Periodic Screening, Diagnostic and Treatment Program.

HEDIS: The Healthcare Effectiveness Data and Information Set, a set of performance measures for managed care developed by the National Committee for Quality Assurance (“NCQA”).

Health Insurance Portability and Accountability Act (“HIPAA”):  A law enacted in 1996 by the Congress of the United States.  When referenced in this Contract it includes all related rules, regulations and procedures.

Immediately or Immediate: Within twenty-four (24) hours, unless otherwise provided in this Contract.

Implementation Date of the Contract: The date on which the Contractor shall first be entitled to compensation for providing Administrative Services and arranging for the provision of Covered Services and Benefits under this Contract, which is November 1, 2011.

Incurred-But-Not-Reported (IBNR):  Estimate of unpaid Claims liability, including received but unpaid Claims.

Indian: Indian means an individual, defined at title 25 of the U.S.C. sections 1603(c), 1603(f), 1603(f) or who has been determined eligible, as an Indian, pursuant to 42 C.F.R. 136.12 or Title V of the Indian Health Care Improvement Act, to receive health care services from Indian health care providers (HIS, an Indian Tribe, Tribal Organization, or Urban Indian Organization-I/T/U) or through referral under Contract Health Services.

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Information Service: The component of Tele MiSalud, a Call Center operated by the Contractor (described in Section 6.8 of this Contract), intended to assist Enrollees with routine inquiries which shall be fully staffed between the hours of 7:00 a.m. and, 7:00 p.m., Monday through Friday, excluding Puerto Rico holidays.

Information System(s): A combination of computing and communications hardware and software that is used in: (a) the capture, storage, manipulation, movement, control, display, interchange and/or transmission of information, i.e. structured data (which may include digitized audio and video) and documents; and/or (b) the processing of such information for the purposes of enabling and/or facilitating a business process or related transaction.

Insolvent: Unable to meet or discharge financial liabilities.

Integration Model: The service delivery model under the MiSalud Program, providing physical and behavioral health services in close coordination, to ensure optimum detection, prevention, and treatment of physical and behavioral health conditions.

MA-10: Form issued by the Puerto Rico Medicaid Program, entitled “Notice of Action Taken,” containing the Certification decision (whether a person was determined eligible or ineligible for Medicaid, CHIP, or the Commonwealth Population).

Managed Behavioral Health Organization (“MBHO”): An entity that contracts with ASES for the provision of the behavioral health component of the MiSalud program.

Managed Care Organization (“MCO”): An entity that is organized for the purpose of providing health care and is licensed as an insurer by the PRICO, which contracts with ASES for the provision of Covered Services and Benefits, except for Behavioral Health Services, in designated Service Regions, under the MiSalud program. For the avoidance of doubt, the Parties agree that Contractor is not an MCO for purposes of this Contract.

Marketing:  Any communication from the Contractor to any Eligible Person regarding the MiSalud Program that can reasonably be interpreted as intended to influence the individual to enroll in the MiSalud Plan, or not to enroll in another plan, or to disenroll from another plan.

Marketing Materials: Materials that are produced in any medium, by or on behalf of the Contractor, that can reasonably be interpreted as intended to market to individuals the MiSalud Program.

Master Formulary:  The list of pharmaceutical products set forth on Attachment 5 to this Contract.

Medicaid:  The joint federal/state program of medical assistance established by Title XIX of the Social Security Act.

Medicaid Eligible Person:  An individual eligible to receive services under Medicaid, who is eligible, on this basis, to enroll in the MiSalud Program.

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Medicaid Management Information System (MMIS):  Computerized system used for the processing, collecting, analysis and reporting of Information needed to support Medicaid and CHIP functions. The MMIS consists of all required subsystems as specified in the State Medicaid Manual.

Medical Advice Service: The twenty-four (24) hour emergency medical advice toll-free phone line operated by the Contractor through its Tele MiSalud service, described in Section 6.8 of this Contract.

Medical Record:  The complete, comprehensive record of an Enrollee including, but not limited to, x-rays, laboratory tests, results, examinations and notes, accessible at the site of the Enrollee’s Network Primary Care Physician or Provider, that documents all health care services received by the Enrollee, including inpatient, outpatient, ancillary, and emergency care, prepared in accordance with all applicable federal and Puerto Rico rules and regulations, and signed by the Provider rendering the services.

Medical Necessity or Medically Necessary: Shall have the meaning ascribed to such terms in Section 7.2 of this Contract.

Medicare: The federal program of medical assistance for persons over age 65 and certain disabled persons under Title XVIII of the Social Security Act.

Medicare Part A: The part of the Medicare program that covers inpatient hospital stays and skilled nursing facility, home health, and hospice care.

Medicare Part B: The part of the Medicare program that covers physician, outpatient, home health, and preventive services.

Medicare Part C: The part of the Medicare program that permits Medicare recipients to select coverage among various private insurance plans.

Medicare Platino: A program administered by ASES for Dual Eligible Beneficiaries, in which managed care organizations or other insurers under contract with ASES function as Part C plans to provide services covered by Medicare, and also to provide a “wraparound” benefit of Covered Services and Benefits under MiSalud.

MiSalud (or “the MiSalud Program”): The government health services program (formerly referred to as “La Reforma”) offered by the Government of Puerto Rico, and administered by ASES, which serves a mixed population of Medicaid Eligible, CHIP Eligible, and Other Eligible Persons, and emphasizes integrated delivery of physical and behavioral health services.

MiSalud Plan or Plan: The physical health component of the MiSalud Program offered to Eligible Persons in the Service Regions covered by this Contract, and with respect to which the Contractor shall provide Administrative Services under this Contract.

MiSalud Policies and Procedures:  Shall have the meaning ascribed to such term in Section 4.7.3 of this Contract.

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National Provider Identifier: The unique identifying number system for Providers created by the Centers for Medicare & Medicaid Services (CMS), through the National Plan and Provider Enumeration System.

Negative Redetermination Decision: A decision by the Puerto Rico Medicaid Program that a person is no longer eligible for services under the MiSalud Program (because the person no longer meets the eligibility standards for Medicaid, CHIP, or Puerto Rico’s government health assistance program).

Network: The entire group of Providers under contract with the Contractor, including those that are members of the General Network and those that are members of the PPN.

Network Provider: A Provider that has a contract with the Contractor under the MiSalud Program.  This term includes Providers in the General Network and Providers in the PPN.

Non-Emergency Medical Transportation (“NEMT”): Transportation for a non-emergency service.

Notice of Action: The notice described in Section 14.4.3 of this Contract, in which the Contractor notifies both the Enrollee and the Provider of an Action.

Notice of Disposition: The notice in which the Contractor explains in writing to the Enrollee and the Provider of the results and date of resolution of a Complaint, Grievance, or Appeal.

Office of the Patient Advocate: An office of the Government of Puerto Rico created by Law 11 of April 11, 2001, which is tasked with protecting the patient rights and protections contained in the Patient’s Xxxx of Rights Act.

Office of the Women’s Advocate: An office of the Government of Puerto Rico which is tasked, among other responsibilities, with protecting victims of domestic violence.

Other Eligible Person: A person eligible to enroll in the MiSalud Program under Section 1.3.1.3 of this Contract, who is not Medicaid- or CHIP Eligible; this group is comprised of the Commonwealth Population and certain public employees and pensioners.

Out-of-Network Provider: A Provider that does not have a contract with the Contractor under MiSalud; i.e., the Provider is not in either the General Network or the PPN.

Patient’s Xxxx of Rights Act: Law 194 of August 25, 2000, as amended, a law of the Government of Puerto Rico relating to patient rights and protection.

Per Member Per Month Administrative Fee: The monthly amount that ASES will pay to the Contractor per member per month (PMPM) in accordance with Attachment 11 of this Contract, in consideration of the Administrative Services.

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Pharmacy Benefit Manager (PBM):  An entity under contract with ASES under the MiSalud Program, responsible for the administration of pharmacy Claims processing, formulary management, drug utilization review, pharmacy network management, and Enrollee information services relating to Pharmacy Services.

Pharmacy Program Administrator (PPA): An entity, under contract with ASES, responsible for implementing and offering support to ASES and the contracted PBMs in the negotiation of rebates and development of the Maximum Allowable Cost (“MAC”) List.

Physician Incentive Plan:  Any compensation arrangement between the Contractor and a physician or physician group that is intended to advance Utilization Management.

Plan:  See definition of the MiSalud Plan.

Post-Stabilization Services: Covered Services, relating to an Emergency Medical Condition, that are provided after an Enrollee is stabilized, in order to maintain the stabilized condition, or to improve or resolve the Enrollee’s condition.

Potential Enrollee:  A person who has been Certified by the Puerto Rico Medicaid Program as eligible to enroll in MiSalud (whether on the basis of Medicaid eligibility, CHIP eligibility, or eligibility as a member of the Commonwealth Population), but who was not enrolled in the MiSalud Plan prior to July 1, 2011.

PR Prompt Payment Law: collectively, Chapter 30 of the Puerto Rico Insurance Code and Rule Number 73 promulgated thereunder by the PRICO.

Preferential Turns: The policy of requiring Network Providers to give priority in treating Enrollees from the island municipalities of Vieques and Culebra, so that they may be seen by a Provider within a reasonable time after arriving in the Provider’s office.  This priority treatment is necessary because of the remote locations of these municipalities, and the greater travel time required for their residents to seek medical attention.

Preferred Drug List (“PDL”): A published subset of pharmaceutical products used for the treatment of physical and behavioral health conditions developed by the PPA from the Master Formulary after clinical and financial review.

Preferred Provider Network: A group of Network Providers that MiSalud Enrollees may access without any requirement of a Referral or Prior Authorization; provides services to MiSalud Enrollees without imposing any Co-Payments; and meets the Network requirements described in Article 9 of this Contract.

Prepaid Inpatient Health Plan (“PIHP”):  An entity that: (a) provides medical services to Enrollees under a contract with ASES with prepaid Capitation or other payment arrangements that do not use State plan payment plans; (b) provides, arranges for, or otherwise has responsibility for the provision of any inpatient hospital or institutional services for its Enrollees; and (c) does not have a comprehensive risk contract.

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Preventive Services: Health care services provided by a physician or other Health Care Professional within the scope of his or her practice under Puerto Rico law to prevent disease, disability, or other health conditions; and to promote physical and mental health and efficiency.

Primary Care: All health care services, including periodic examinations, preventive health care services and counseling, immunizations, diagnosis and treatment of illness or injury, coordination of overall medical care, record maintenance, and initiation of Referrals to specialty Providers described in this Contract and for maintaining continuity of patient care.

Primary Care Physician (“PCP”): A licensed medical doctor (MD) who is a Provider and who, within the scope of practice and in accordance with Puerto Rico certification and licensure requirements, is responsible for providing all required Primary Care to Enrollees.   The PCP is responsible for determining services required by Enrollees, provides continuity of care, and provides Referrals for Enrollees when Medically Necessary.  A PCP may be a general practitioner, family physician, internal medicine physician, obstetrician/gynecologist, or pediatrician.

Primary Medical Group (“PMG”): A grouping of associated Primary Care Physicians and other Providers for the delivery of services to MiSalud Enrollees using a coordinated care model.  PMGs may be organized as Provider care organizations, or as another group of Providers who have contractually agreed to offer a coordinated care model to MiSalud Enrollees under the terms of this Contract.

Prior Authorization:  Authorization granted by the Contractor in advance of the rendering of a Covered Service, which, in some instances, is made a condition for receiving the Covered Service.

Provider:  Any physician, hospital, facility, or other Health Care Professional who is licensed or otherwise authorized to provide health care services in the jurisdiction in which they are furnished.

Provider Contract:  Any written contract between the Contractor and a Provider setting forth the terms and conditions under which the Provider will provide Covered Services to Enrollees under this Contract.

Psychiatric Emergency: A psychiatric condition manifesting itself in acute symptoms of sufficient severity (including severe pain) that a prudent layperson, who possesses an average knowledge of health and medicine could reasonably expect the absence of immediate medical attention to result in placing the health of the individual (or, with respect to a pregnant woman, the health of the woman or her unborn child) in serious jeopardy, or in causing serious impairments of bodily functions, or serious dysfunction of any bodily organ or part.  A Psychiatric Emergency shall not be defined on the basis of lists of diagnoses or symptoms.

Puerto Rico Health Department (“Health Department”): The Single State Agency charged with administration of the Medicaid Program of the Government of Puerto Rico, which (through the Puerto Rico Medicaid Program) is responsible for Medicaid and CHIP eligibility determinations.

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Puerto Rico Insurance Commissioner’s Office (“PRICO”): The Puerto Rico Government agency responsible for regulating, monitoring, and licensing insurance business.

Puerto Rico Medicaid Program: The subdivision of the Puerto Rico Health Department that conducts eligibility determinations for Medicaid, CHIP, and the Commonwealth Population.

Quality Assessment and Performance Improvement Program (QAPI): A set of programs aiming to increase the likelihood of desired health outcomes of Enrollees through the provision of health services that are consistent with current professional knowledge; the QAPI Program includes incentives to comply with HEDIS standards, to provide adequate preventive service, and to reduce the unnecessary use of Emergency Services.

Quality Incentive Program: Shall have the meaning ascribed to such term in Article 12 of the Contract.

Reasonable Efforts: means the taking of those steps in the power of the relevant Party that are capable of producing the desired result, being steps which a reasonable person desiring to achieve such result would take; provided that, subject to the relevant Party’s other express obligations under this Agreement, the relevant Party shall not be required to expend any funds other than those funds (A) necessary to meet the reasonable costs reasonably incidental or ancillary to the steps to be taken by the relevant Party and (B) the expenditure of which is not the obligation of the other Party hereunder.

Recertification: A determination by the Puerto Rico Medicaid Program that a person previously enrolled in MiSalud subsequently received a Negative Redetermination Decision, is again eligible for services under the MiSalud Program.

Redetermination: The periodic redetermination of eligibility for Medicaid, CHIP, or the Commonwealth Population, conducted by the Puerto Rico Medicaid Program.

Referral:  A request by a PCP or other Provider in the PMG for an Enrollee to be evaluated and/or treated by a different Provider, usually a specialist.

Reinsurance:  An agreement whereby ASES transfers risk or liability for losses, in whole or in part, sustained under this Contract.  A reinsurance agreement may also exist at the Provider level through a stop-loss arrangement as provided in Section 22.3 of this Contract.

Remedy: ASES’s means to enforce the terms of the Contract through liquidated damages and other sanctions.

Reports:  Shall have the meaning ascribed to such term in Section 18.2 of this Contract.

Retention Fund: Shall have the meaning ascribed to such term in Section 12.5.2 of this Contract..

Runoff Period: A period not to exceed ten (10) consecutive months, commencing on the Calendar Day immediately following the Termination Date.

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Rural Health Clinic (“RHC”): A clinic that is located in an area that has a health-care Provider shortage.  An RHC provides primary health care and related diagnostic services and may provide optometric, podiatry, chiropractic and mental health services.  An RHC employs, contracts or obtains volunteer services from Providers to provide services.

Service Authorization Request: An Enrollee’s request for the provision of a Covered Service.

Service Region: A geographic area comprised of those municipalities where the Contractor is responsible for providing services under the MiSalud Program which for purposes of this Contract shall include the Virtual Region and the following geographic service regions: Metro North, North, San Xxxx, Northeast and West regions.

Span of Control: Information systems and telecommunications capabilities that the Contractor operates or for which it is otherwise legally responsible according to the terms and conditions of this Contract.  The Contractor’s Span of Control also includes Systems and telecommunications capabilities outsourced by the Contractor.

Special Coverage: A component of Covered Services, described in Section 7.7 of this Contract, which are more extensive than the Basic Coverage services, and for which Enrollees are eligible only by “registering”; registration for Special Coverage is based on intensive medical needs occasioned by serious illness.

Subcontract: Any written contract between the Contractor and a third party, including a Provider, to perform a specified part of the Contractor’s obligations under this Contract.

Subcontractor(s): A third party to a written contract with the Contractor to perform a specified part of the Contractor’s obligations under this Contract.

Systems Unavailability: As measured within the Contractor’s information systems Span of Control, when a system user does not get the complete, correct full-screen response to an input command within three (3) minutes after depressing the “Enter” or other function key.

Telecommunication Device for the Deaf (“TDD”):  Special telephone devices with keyboard attachments for use by individuals with hearing impairments who are unable to use conventional phones.

Tele MiSalud: The Enrollee support Call Center that the Contractor shall operate as described in Section 6.8 of this Contract, containing two components: the Information Service and the Medical Advice Service.

Tele MiSalud Outreach Program:  Shall have the meaning ascribed to such term in Section 6.8.12 of this Contract.

Terminal Condition: A condition caused by injury, illness, or disease, from which, to a reasonable degree of certainty, will lead to the patient’s death in a period of, at most, six (6) months.

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Termination Date of Contract or Termination Date: The final date upon which the Contractor is required to provide Administrative Services hereunder including any services rendered during the Transition Period, but excluding the Runoff Period, as described in Articles 34 and 35 of this Contract.

Third Party:  Any person, institution, corporation, insurance company, public, private or governmental entity who is or may be liable in Contract, tort, or otherwise by law or equity to pay all or part of the medical cost of injury, disease or disability of an Enrollee.

Third Party Liability: Legal responsibility of any Third Party to pay for health care services.

Transition Report:  Any Report that is not otherwise required to be prepared by the Contractor during the Contract Term, except upon ASES’s reasonable request during the Transition Period regarding the Contractor’s operations with respect to the MiSalud Program under this Contract during the Transition Period or the Runoff Period.

Urgency:  Shall have the meaning ascribed to such term in the Patient’s Xxxx of Rights Act.

Utilization:  The rate patterns of service usage or types of service occurring within a specified time.

Utilization Management (“UM”):  A service performed by the Contractor which seeks to ensure that Covered Services provided to Enrollees are in accordance with, and appropriate under, the standards and requirements established by this Contract, or a similar program developed, established or administered by ASES.

Virtual Region: The Service Region for the MiSalud Program that is comprised of children who are in the custody of ADFAN, as well as certain survivors of domestic violence referred by the Office of the Women’s Advocate, who enroll in the MiSalud Program.  The Virtual Region encompasses services for these Enrollees throughout Puerto Rico.

Week:                      The traditional seven-day week, Sunday through Saturday.

Withhold:  A percentage of payments or set dollar amounts that ASES deducts from its payment to the Contractor, or that the Contractor deducts from its payment to a Network Provider, depending on specific predetermined factors.

ARTICLE 3 ACRONYMS

The acronyms included in this Contract stand for the following terms.

ACH -	Automated Clearinghouse
ADFAN -	Puerto Rico Administración de Familias y Niños, or Families and Children Administration
AICPA -	American Institute of Certified Public Accountants

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ARRA -	American Recovery and Reinvestment Act of 2009
ASES -	Administración de Seguros de Salud, or Puerto Rico Health Insurance Administration
ASSMCA -	The Mental Health and Against Addiction Services Administration or Administración de Servicios de Salud Mental y Contra la Addicción
ASUME -	Minor Children Support Administration
BC-DR -	Business Continuity and Disaster Recovery
CCuSAI -	Comprehensive Health Center
CFR -	Code of Federal Regulations
CHIP -	Children's Health Insurance Program
CLIA -	Clinical Laboratory Improvement Amendment
CMS -	Centers for Medicare & Medicaid Services
DME -	Durable Medical Equipment
ECM -	Electronic Claims Management
EDI -	Electronic Data Interchange
EFT -	Electronic Funds Transfer
EHR -	Electronic Health Record
EIN -	Employer Identification Number
EMTALA -	Emergency Medical Treatment and Labor Act
EPSDT -	Early and Periodic Screening, Diagnostic, and Treatment
EQR -	External Quality Review
EQRO -	External Quality Review Organization
ER -	Emergency Room
FQHC -	Federally Qualified Health Center

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PMG -	Primary Medical Group
HEDIS -	The Healthcare Effectiveness Data and Information Set
HHS -	U.S. Department of Health & Human Services
HIE -