Back to 10-Q Exhibit 10.9AMENDMENT 002Contract No. XT220Amendment Page 1

This AMENDMENT, entered into by the State of Florida, Department of Elder Affairs (“Department”) and WellCare of Florida Inc., dba HealthEase (“Contractor”), amends contract XT220.

The purpose of this amendment is to renew the contract for an additional year and amend Appendix 4 to provide current capitulation rates. Additionally, this amendment (1) revises section 3 of the Standard contract, (2) revises certain paragraphs of Attachment I, (3) revises Attachment III, (4) replaces Appendix 3, (5) replaces Appendix 4 and (6) revises Exhibit A.

The purpose of this amendment is to amend the following contract sections (Paragraphs and Attachments):

(1) Revises section 3 by amending the termination date.

(1) Inserts section 1.4.3.1; and

(2) Revises section 2.1.1.11(3);

(3) Inserts section 2.1.1.14(2)(f);

(4) Revises section 2.6(6);

(5) Insert section 2.8.1.(9);

(6) Revises section 2.12.2(17);

(7) Revises section 2.12.15; and

(8) Revises section 3.1.1.

(1) Revise Attachment III;

(2) Revise Appendix 3;

(3) Revise Appendix 4; and

(4) Revise Exhibit A.

_____________________________ Line denotes completion of above summary ____________

The Standard Contract is hereby revised as follows.

This contract shall begin on June 1, 2012 or on the date on which the contract has been signed by the last party required to sign it, whichever is later. It shall end at midnight, local time in Tallahassee, Florida, on August 31, 2013.

CARES will send the contractor the DOEA_CARES Form 602 (CARES to Case Management Referral Form) and the DOEA CARES Form 606 (Authorization to Assist) for the individual selecting to receive assistance with Medicaid financial eligibility only. In addition, CARES is responsible for submitting the Notification of Level of Care (DOEA-CARES 603), and the Certification of Enrollment Status (HCBS)(CF-AA 2515) documents for these individuals, to DCF. Contractors are required to send the 602 Form back to CARES within two (2) business days of a successful ACCESS application submission with comments that include the date the application was submitted and the DCF ACCESS Application Number for the individual.

(3)Any month of enrollment for which the Contractor receives capitation and during which an enrollee receives case management as the only long-term care service provided pursuant to this contract shall be submitted to the Department on the Reconciliation Report (Exhibit H) for recoupment. Exceptions to this provision are limited to the following:

a. If a Contractor's enrollee is hospitalized or in a nursing facility for rehabilitation, then the Contractor is responsible for their Medicare crossover claims in addition to case management, and may receive capitation for said month(s).

b. If an enrollee leaves the service area temporarily for thirty (30) calendar days or fewer, then the Contractor may receive capitation for said month.

Failure to report any other situations where services were suspended for a month or more and capitation was requested by and paid to the Contractor may indicate Medicaid fraud and may be reported to Medicaid Program Integrity for further investigation.

Upon the request of the Department, each Contractor shall provide to its contract manager a detailed transition plan related to the Statewide Medicaid Managed Care Long-Term Care Program. All contractors must comply with any additional requests for information from the Department regarding coordination between this contract and the Statewide Medicaid Managed Care Long-Term Care Program contract. Prior to submission, the Department will provide to Contractors a list of required elements that must be included in the submissions and a timeframe for submission.

To continue disputed services during a pending fair hearing, the enrollee must request a fair hearing within 10 days of receipt of notification of his or her fair hearing rights. Pursuant to 42 CFR 438.424(b), the MCO or the State must pay for disputed services, in accordance with State policy and regulations, if the MCO or the State Fair Hearing officer reverses a decision to deny authorization of services, and the enrollee received the disputed services while the appeal was pending.

The Contractor shall comply with all federal waiver requirements including any changes not explicitly listed in contract.

The Contractor shall provide to the Department encounter data that is recipient-specific service utilization data in the electronic format as specified in EXHIBIT C, and will additionally provide encounter data as specified in section 2.12.2(17)(b). The service utilization data reported represents the comprehensive array of services that might be necessary to maintain a member at home while avoiding nursing home placement, including acute and long-term care services.

a. Before submitting encounter data to the Department, Contractors shall validate the data collected for long-term care and acute care services.

b. 837 Encounter Data

Run Summary File must be submitted in a format and in timeframes specified by the Agency or Department.

2.12.15.1 Termination by the Contractor

(1) The contractor agrees to extend the thirty (30) calendar days’ notice found in the Standard Contract, Section 49.1, to one-hundred and twenty (120) calendar days’ notice for terminations initiated by the Contractor.

(2) The Contractor shall render written notice of termination to the Department by certified mail, return receipt requested, or in person with proof of delivery, or by facsimile or email letter followed by certified mail, return receipt requested. The notice of termination shall specify the date on which such termination shall become effective.

(3) The Contractor will work with the Department to create a transition plan, including the orderly and reasonable transfer of enrollee care. The transition plan must be approved in writing by the Department. Depending on the volume of Contractor enrollees affected, the Department may require an extension of the termination date.

(4) In the event of a notice of termination and unless a written waiver is executed by the Department, the Contractor must take the following actions:

a. Continue performance under the terms of the contract until the termination effective date.

b. Cease enrollment of new enrollees under the contract.

c. Perform the duties specified in the approved transition plan.

d. Terminate all activities listed in Section 2.12.11.

e. Take such action as may be necessary, or as the Department, in consultation with the Agency may direct, for the protection of property related to the contract that is in the possession of the provider and in which the Department and Agency have or may acquire an interest.

f. Not accept any payment submitted by the Department, after the termination date, unless the payment is for services actually delivered prior to the date of termination. Any payments due under the terms of the contract may be withheld until the Department receives from the Contractor all written and properly executed documents as required by the written instructions of the Department.

g. Upon notification of approval from the Department and at least 60 calendar days prior to the effective date of the termination, provide written notification to all enrollees of the date on which the Contractor will no longer participate in the Program and instructions on how to contact the Department’s CARES office for information on their long-term care options.

h. In the event the contract has been terminated in only one or more counties of the state, complete the performance of this contract in all other areas in which the Contractor’s duties have not been terminated.

2.12.15.2 Termination by the Department

(1) The Department shall render written notice of termination to the Contractor by certified mail, return receipt requested, or in person with proof of delivery, or by facsimile or email letter followed by certified mail, return receipt requested. The notice of termination shall specify the nature of termination, the extent to which performance of work under the Contract is terminated, and the date on which such termination shall become effective.

(2) In accordance with s. 1932(e)(4), Social Security Act, the Department shall provide the Contractor with an opportunity for a hearing prior to termination for cause. This does not preclude the Department from terminating without cause pursuant to Section 49.1 of the Standard Contract or from terminating due to unavailability of funds pursuant to Section 49.2 of the Standard Contract.

(3) The Contractor will work with the Department to create a transition plan, including the orderly and reasonable transfer of enrollee care. Depending on the volume of Contractor enrollees affected, the Department may require an extension of the termination date.

(4) In the event of a notice of termination, and unless a written waiver is executed by the Department, the Contractor must take the following actions:

a. Continue performance under the terms of the new contract until termination date.

b. Cease enrollment of new enrollees under the contract.

c. Perform the duties as specified in the approved transition plan.

d. Terminate all activities listed in Section 2.12.11.

e. Take such action as may be necessary, or as the Department, in consultation with the Agency, may direct, for the protection of property related to the contract that is in the possession of the provider and in which the Department and Agency have or may acquire an interest.

f. Not accept any payment submitted after the contract ends, unless the payment is for the time period covered under the contract. Any payments due under the terms of the contract may be withheld until the Department receives from the Contractor all written and properly executed documents as required by the written instructions of the Department.

g. At least 60 calendar days prior to the effective date of the termination, provide written notification to all enrollees of the date on which the Contractor will no longer participate in the Program and instructions on how to contact the Department’s CARES office for information on their long-term care options.

h. If the contract has been terminated in only one or more counties of the state, the Contractor must, with Department approval, complete the performance of this contract in all other areas in which the Contractor’s duties have not been terminated.

This section supersedes section 47 of the standard contract to the extent there is conflict. The Agency, through the Medicaid fiscal agent, will make a payment to the Contractor on a monthly basis for the Contractor’s satisfactory performance of its duties and responsibilities as set forth in this attachment. This Section III supersedes section 26 of the Standard Contract and related sections to the extent that they require the Contractor to submit bills or invoices directly to the Department. The final payment will be made at the beginning of the month of contract expiration, in August of 2013, and requires Contractor to provide the services set in this contract for all individuals enrolled with that Contractor through August 31, 2013.

Reporting Frequency: Monthly, by the 5th of each month. See Section 3.2.5.

This amendment shall be effective on the last date that the amendment has been signed by both Parties.

All provisions in the agreement and any attachments thereto in conflict with this amendment shall be and are hereby changed to conform to this amendment.

All provisions not in conflict with this amendment are still in effect and are to be performed at the level specified in the agreement.

This amendment and all of its attachments are hereby made a part of this agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this 6 page amendment to be executed by their officials there unto duly authorized.

SIGNED BY: /s/ Christina Cooper    SIGNED BY: /s/ Charles T. Corley

NAME: Christina Cooper    NAME: CHARLES T. CORLEY

TITLE: President, FL & HI Division    TITLE: SECRETARY

DATE: 8/26/12    DATE: 8/29/12

FEDERAL ID NUMBER: 592583622

Fiscal Year End Date: 12/31

MATCHING RESOURCES FOR FEDERAL PROGRAMS

Providers who receive state or federal resources may or may not be subject to the audit requirements of OMB Circular A-133, as revised, and/or Section 215.97, Fla. Stat. Providers who are determined to be recipients or subrecipients of federal awards and/or state financial assistance may be subject to the audit requirements if the audit threshold requirements set forth in Part I and/or Part II of Exhibit 1 are met. Providers who have been determined to be vendors are not subject to the audit requirements of OMB Circular A- 133, as revised, and/or Section 215.97, Fla. Stat. Regardless of whether the audit requirements are met, providers who have been determined to be recipients or subrecipients of federal awards and/or state financial assistance, must comply with applicable programmatic and fiscal compliance requirements.

In accordance with Sec. 210 of OMB Circular A-133 and/or Rule 691-5.006, FAC, provider has been determined to be:

Vendor or exempt entity and not subject to OMB Circular A-133 and/or Section 215.97, F.S.

X     Recipient/subrecipient subject to OMB Circular A-133 and/or Section 215.97, F.S.

NOTE: If a provider is determined to be a recipient /subrecipient of federal and/or state financial assistance and has been approved by the Department to subcontract, they must comply with Section 215.97(7), F.S., and Rule 69I-.006(2), FAC [state financial assistance] and Section _ .400 OMB Circular A-133 [federal awards].

FEDERAL AWARDS OR STATE MATCHING FUNDS ON FEDERAL AWARDS. Providers who receive federal awards or state matching funds on Federal awards and who are determined to be a subrecipient, must comply with the following fiscal laws, rules and regulations:

2 CFR Part 225 Cost Principles for State, Local and Indian Tribal Governments (Formerly OMB Circular A-87)*

OMB Circular A-102 – Administrative Requirements

OMB Circular A-133 – Audit Requirements

Reference Guide for State Expenditures

Other fiscal requirements set forth in program laws, rules and regulations

2 CFR Part 230 Cost Principles for Non-Profit Organizations (Formerly OMB Circular A-122 – Cost Principles)*

2 CFR Part 215 Administrative Requirements (Formerly OMB Circular A-110 – Administrative Requirements)

Requirements)

OMB Circular A-133 – Audit Requirements

Reference Guide for State Expenditures

Other fiscal requirements set forth in program laws, rules and regulations

2 CFR Part 220 Cost Principles for Educational Institutions OMB (Formerly Circular A-21 – Cost Principles)*

2 CFR Part 215 Administrative Requirements (Formerly OMB Circular A-110 – Administrative Requirements)

OMB Circular A-133 – Audit Requirements

Reference Guide for State Expenditures

Other fiscal requirements set forth in program laws, rules and regulations

*Some federal programs may be exempted from compliance with the Cost Principles Circulars as noted in the OMB Circular A-133 Compliance Supplement, Appendix 1.

STATE FINANCIAL ASSISTANCE. Providers who receive state financial assistance and who are determined to be a recipient/subrecipient, must comply with the following fiscal laws, rules and regulations:

Section 215.97, Fla. Stat.

Chapter 69I-5, Fla. Admin. Code

State Projects Compliance Supplement

Reference Guide for State Expenditures

Other fiscal requirements set forth in program laws, rules and regulations