CONTRACT

99-07-MT-0053

CONTRACT BETWEEN

THE OFFICE OF MEDICAID POLICY AND PLANNING,

THE OFFICE OF THE CHILDREN'S HEALTH INSURANCE PROGRAM

AND

COORDINATED CARE CORPORATION INDIANA, INC.

This Contract, entered into by and between The Office of Medicaid Policy and Planning and the Office of Children's Health Insurance Program, (hereinafter referred to as "State" or "Office") of the Indiana Family and Social Services Administration, 402 West Washington Street, Room W382, Indianapolis, IN 46204, and Coordinated Care Corporation Indiana, Inc. (hereinafter referred to as "Contractor"), is executed pursuant to the terms and conditions set forth herein.

WHEREAS, IC 12-15-30-1 authorizes the Office of Medicaid Policy and Planning to enter into contracts to assist in the administration of the Medicaid program;

WHEREAS, IC 12-17.6 authorizes the Office of the Children's Health Insurance Program to enter into contracts as necessary to assist in the design and administration of the Indiana Children's Health Insurance Program;

WHEREAS, the State of Indiana desires to contract for services to assist the Office's efforts to effectively manage a risk-based health care delivery system that administers and provides covered health care services for certain Hoosier Healthwise members enrolled in Benefit Packages A, B and C, as procured through Request for Services (RFS) # 6-68;

WHEREAS, the Contractor is willing and able to perform the desired services;

NOW THEREFORE, the parties enter into this contract for the consideration set out below, all of which is deemed to be good and sufficient consideration in order to make this contract a binding legal instrument.

1.	Duties of Contractor

The Contractor shall provide the following services relative to this Contract:

The Contractor agrees to assume financial risk for developing and managing a health care delivery system and for arranging or administering all Hoosier Healthwise covered services except as set out in section 2.3 and 2.5 of Attachment D of the RFS and services provided as part of an individualized education plan (IEP) pursuant to the Individuals with Disabilities Education Act (IDEA) at 20 U.S.C. 1400 et seq., in exchange for a per-enrollee, per-month fixed fee, to certain enrollees in Hoosier Healthwise Packages A, B and C. Wards of the State, foster children and children receiving adoption assistance may enroll on a voluntary basis and will not be subject to auto-assignment into the Hoosier Healthwise program. The Contractor must, at a minimum, furnish covered services up to the limits specified by the Medicaid and CHIP programs. The Contractor may exceed these limits. However, in no instance may any covered service's limitations be more restrictive than those which exist in the Indiana Medicaid fee-for-service program for Packages A and B, and the Children's Health Insurance Program for Package C.

The Contractor agrees to perform all duties and arrange and administer the provision of all services as set out herein and contained in the RFS as attached and the Contractor's responses to the RFS as attached, all of which are incorporated into this Contract by reference. In addition, the Contractor shall comply with all policies and procedures defined in any bulletin, manual, or handbook yet to be distributed by the State or its agents insofar as those policies and procedures are adopted in a manner consistent with the Office's customary practice relative to the establishment of Medicaid policies. The Contractor agrees to comply with all pertinent state and federal statutes and regulations in effect throughout the duration of this Contract and as they may be amended from time to time.

The Contractor agrees that it will not discriminate against individuals eligible to be covered under this Contract on the basis of health status or need for health services; and the Contractor may not terminate an enrollee's enrollment, or act to encourage an enrollee to terminate his/her enrollment because of an adverse change in the enrollee's health. The disenrollment function will be carried out by a State contractor who is independent of the Contractor; therefore, any request to terminate an enrollee's enrollment must be approved by the Offices. Once an enrollee reaches $2,000,000 in medical costs within a calendar year, Contractor shall notify the Office and provide documentation of the medical costs and reinsurance payments. For enrollees who reach the $2,000,000 annual maximum, the Office will approve the member's disenrollment.

The Contractor agrees that no services or duties owed by the Contractor under this Contract will be performed or provided by any person or entity other than the Contractor, except as contained in written subcontracts or other legally binding agreements. Prior to entering into any such subcontract or other legally binding agreement, the Contractor shall, in each case, submit the proposed subcontract or other legally binding agreement to the Offices for prior review and approval, provided, however, provider subcontracts may be entered into without prior review and approval if the form of such provider contract has been reviewed and approved by the Office and complies with Section 1.E.. Prior review and approval of a subcontract or legally binding agreement shall not be unreasonably delayed by the Offices. The Offices shall, in appropriate cases and as requested by the Contractor, expedite the review and approval process. Under no circumstances shall the Contractor be deemed to have breached its obligations under this Contract if such breach was a result of the Offices' failure to review and approve timely any proposed subcontract or other legally binding agreement. If the Offices disapprove any proposed subcontract or other legally binding agreement, the Offices shall state with reasonable particularity the basis for such disapproval. No subcontract into which the Contractor enters with respect to performance under this Contract shall in any way relieve the Contractor of any responsibility for the performance of duties under this Contract. All subcontracts and amendments thereto executed by the Contractor under this Contract must meet the following requirements; any existing subcontracts or legally binding agreements which fail to meet the following requirements shall be revised to include the requirements within ninety (90) days from the effective date of this Contract:

Be in writing and specify the functions of the subcontractor.

Be legally binding agreements.

Specify the amount, duration and scope of services to be provided by the subcontractor.

Provide that the Offices and the Department of Health and Human Services may evaluate, through inspection or other means, the quality, appropriateness, and timeliness of services performed.

Provide for inspections of any records pertinent to the contract by the Offices.

Require an adequate record system to be maintained for recording services, charges, dates and all other commonly accepted information elements for services rendered to recipients under the contract.

Provide for the participation of the Contractor and subcontractor in any internal and external quality assurance, utilization review, peer review, and grievance procedures established by the Contractor, in conjunction with the Offices.

Provide that the subcontractor indemnify and hold harmless the State of Indiana, its officers, and employees from all claims and suits, including court costs, attorney's fees, and other expenses, brought because of injuries or damage received or sustained by any person, persons, or property that is caused by any act or omission of the Contractor and/or the subcontractors. The State shall not provide such indemnification to the subcontractor.

Identify and incorporate the applicable terms of this Contract and any incorporated documents. The subcontract shall provide that the subcontractor agrees to perform duties under the subcontract, as those duties pertain to enrollees, in accordance with the applicable terms and conditions set out in this Contract, any incorporated documents, and all applicable state and federal laws, as amended.

10.

Shall not extend beyond the term of the state contract, in accordance with IC 12-15-30-5 (b).

11.

Provide for revoking subcontract or the imposition of other sanctions if a subcontractor's performance is inadequate.

The Contractor agrees that, during the term of this Contract, it shall maintain, with any contracted provider rendering health care services under the RFS, provider service agreements which meet the following requirements; any existing provider service agreements which fail to meet the following requirements shall be revised to include the requirements within ninety (90) days from the effective date of this Contract. The provider service agreements shall:

Comply with the requirements for all subcontracts as detailed above in Section D, numbers 1-11.

Reference a written provider claim resolution procedure.

Provide that a provider give the MCO at least 60 days notice before terminating the agreement unless the provider provides thirty percent or more of the MCO's services, in which case the provider must give at least one hundred twenty days notice.

F.	The Contractor agrees that all laboratory testing sites providing services under this Contract must have a valid Clinical Laboratory Improvement Amendments (CLIA) certificate and comply with the CLIA regulations at 42 CFR Part 493.

G.	The Contractor agrees that it shall:

Retain, at all times during the period of this Contract, a valid Certificate of Authority under applicable State laws issued by the State of Indiana Department of Insurance.

Ensure that, during the term of this Contract, each provider rendering health care services under the RFS is authorized to do so in accordance with the following:

The provider must maintain a current Indiana Health Coverage Programs (IHCP) provider agreement and must be duly licensed in accordance with the appropriate state licensing board and shall remain in good standing with said board.

If a provider is not authorized to provide such services under a current IHCP provider agreement or is no longer licensed by said board, the Contractor is obligated to terminate its contractual relationship authorizing or requiring such provider to provide services under the RFS. The Contractor must terminate its contractual relationship with the provider as soon as the Contractor has knowledge of the termination of the provider's license or the IHCP provider agreement.

Comply with the specific requirements for Health Maintenance Organizations (HMOs) eligible to receive Federal Financial Participation (FFP) under Medicaid, as listed in the State Organization and General Administration Chapter of the Centers for Medicare and Medicaid Services Medicaid Manual. These requirements include, but are not limited to the following:

The Contractor shall meet the definition of HMO as specified in the Indiana State Medicaid Plan.

Throughout the duration of this Contract, the Contractor shall satisfy the Chicago Regional Office of the Centers for Medicare and Medicaid Services (hereinafter called CMS) that the Contractor is compliant with the Federal requirements for protection against insolvency pursuant to 42 CFR 438.116, the requirement that the Contractor shall continue to provide services to Contractor enrollees until the end of the month in which insolvency has occurred, and the requirement that the Contractor shall continue to provide inpatient services until the date of discharge for an enrollee who is institutionalized when insolvency occurs. The Contractor shall meet this requirement by posting a performance bond and satisfying the statutory reserve requirements of the Indiana Department of Insurance.

The Contractor shall comply with, and shall exclude from participation as a subcontractor, including providers, of the Contractor, any entity or person that has been excluded under the authority of Sections 1124A, 1128 or 11 28A of the Social Security Act or does not comply with the requirements of Section 1128(b) of the Social Security Act.

In the event that the CMS determines that the Contractor has violated any of the provisions of 42 CFR 434.70(a), CMS may deny payment of FFP for new enrollees of the HMO under 42 USC 1396b(m)(5)(B)(ii). The Offices shall automatically deny State payment for new enrollees whenever, and for so long as, Federal payment for such enrollees has been denied.

In addition to the reinsurance coverage requirements in Section 1.6.3. of Attachment D: Scope of Work, the Contractor must obtain reinsurance coverage of at least $2,000,000 per member per year.

H.	The Contractor shall submit proof, satisfactory to the Offices, of indemnification of the Contractor by the Contractor's parent corporation, if applicable, and by all of its subcontractors.

I.	The Contractor shall submit proof, satisfactory to the Offices, that all subcontractors will hold the State harmless from liability under the subcontract. This assurance in no way relieves the Contractor of any responsibilities under the RFS or this Contract.

The Contractor agrees that, prior to initially enrolling any Hoosier Healthwise Package A, B or C enrollees, it shall go through and satisfactorily complete the readiness review as described in the RFS. The required readiness review shall begin before the contract between the Contractor and the State is finalized and executed. Within ninety (90) days from the effective date of this Contract, the Contractor shall make a good faith effort to resolve, to the satisfaction of the Offices, any outstanding issues brought to the Contractor's attention by the Offices as a result of the readiness review.

The Contractor shall establish and maintain a quality improvement program that meets the requirements of 42 CFR 438, subpart D, as well as other specific requirements set forth in the RFS. The Offices and CMS may evaluate, through inspection or other means, including but not limited to, the review of the quality assurance reports required under this Contract, and the quality, appropriateness, and timeliness of services performed under this Contract. The Contractor agrees to participate and cooperate, as directed by the Offices, in the annual external quality review of the services furnished by the Contractor.

In accordance with 42 CFR 438.6(i), the Contractor agrees that it and any of its subcontractors shall comply with the requirements, if applicable, of 42 CFR 489, Subpart I, relating to maintaining and distributing written policies and procedures respecting advance directives. The Contractor shall distribute policies and procedures to adult individuals during the enrollee enrollment process and whenever there are revisions to these policies and procedures. The Contractor shall make available for inspection, upon reasonable notice and request by the Offices, documentation concerning its written policies, procedures and distribution of such written procedures to enrollees.

Pursuant to 42 CFR 417.479(a), the Contractor agrees that no specific payment can be made directly or indirectly under a physician incentive plan to a physician or physician group as an inducement to reduce or limit medically necessary services furnished to an individual enrollee. The Contractor must disclose to the State the information on provider incentive plans listed in 42 CFR 417.479(h)(l) and 417.479(i) at the times indicated at 42 C.F.R. 434.70(a)(3), in order to determine whether the incentive plan meets the requirements of 42 CFR 417.479(d)-(g). The Contractor must provide to the State satisfactory capitation data as requested by the State for the previous calendar year by application/contract renewal of each year. The Contractor will provide the information on its physician incentive plan(s) listed in 42 CFR 417.479(h)(3) to any enrollee upon request.

The Contractor must not prohibit or restrict a health care professional from advising an enrollee about his/her health status, medical care, or treatment, regardless of whether benefits for such care are provided under this Contract, if the professional is acting within the lawful scope of practice. However, this provision does not require the Contractor to provide coverage of a counseling or referral service if the Contractor objects to the service on moral or religious grounds and makes available information on its policies to potential enrollees and enrollees within ninety (90) days after the date the Contractor adopts a change in policy regarding such counseling or referral service.

O.	In accordance with 42 U.S.C. § 1396u-2(b)(6), the Contractor agrees that an enrollee may not be held liable for the following:

Debts of the Contractor, or its subcontractors, in the event of any organization's insolvency;

Services provided to the enrollee in the event the Contractor fails to receive payment from the Offices for such services or in the event a provider fails to receive payment from the Contractor or Offices; or

Payments made to a provider in excess of the amount that would be owed by the enrollee if the Contractor had directly provided the services.

The Offices may from time to time request and the Contractor, and all of its subcontractors, agree that the Contractor, or its subcontractors, shall prepare and submit additional compilations and reports as requested by the Offices. Such requests will be limited to situations in which the desired data is considered essential and cannot be obtained through existing Contractor reports. The Contractor, and all of its subcontractors, agree that a response to the request shall be submitted within thirty (30) days from the date of the request, or by the Offices' requested completion date, whichever is earliest. The response shall include the additional compilations and reports as requested, or the status of the requested information and an expected completion date. When such requests pertain to legislative inquiries or expedited inquiries from the Office of the Governor, the additional compilations and reports shall be submitted by the Offices' requested completion date. Failure by the Contractor, or its subcontractors, to comply with response time frames shall be considered grounds for the Offices to pursue the provisions outlined in Section 8 of Attachment D of the RFS. In the event that delays in submissions are a consequence of a delay by the Offices or the Medicaid Fiscal Agent, the time frame for submission shall be extended by the length of time of the delay.

Q.	Contractor agrees that an abortion will be covered only in the following situations:

If the pregnancy is the result of an act of rape or incest; or

If the woman suffers from a physical disorder, physical injury, or physical illness, including a life-endangering physical condition caused by or arising from the pregnancy itself, which would, as certified by a physician, place the woman in danger of death unless an abortion is performed.

R.	Contractor agrees that any cost sharing charges, such as copayments, imposed on Contractor's members are in compliance with 42 CFR 447.50 through 447.60.

2.	Consideration

In consideration of the services to be performed by the Contractor, the Offices agree to pay the Contractor the amounts per month per enrolled member, and per maternity delivery, as contained in the Offices' capitation payment listing based upon the capitation rates by category as listed in FINANCIAL ATTACHMENT A

Special payments for exceeding performance requirements will be made to Contractor as described on ATTACHMENT B. ATTACHMENT B also sets forth provisions respecting the assessment of liquidated damages based on Contract compliance. Payment will be made to (from) the Contractor as set out in ATTACHMENT B.

C.	ATTACHMENTS A and B are hereby incorporated into this Contract.

Term

This Contract shall be effective for a period of four (4) years. It shall commence on January 1, 2007, and shall remain in effect through December 31, 2010. At the discretion of the State, the term may be extended for up to two (2) additional year(s). In no event shall the term exceed December 31, 2012.

4.	Access to Records

The Contractor and its subcontractors, if any, shall maintain all books, documents, papers, accounting records, and other evidence pertaining to all costs incurred under this Contract. They shall make such materials available at their respective offices at all reasonable times during this Contract term, and for three (3) years from the date of final payment under this Contract, for inspection by the State, Federal government or by any other authorized representative of state government. Copies thereof shall be furnished at no cost to the State if requested.

5.	Assignment

The Contractor binds its successors and assignees to all the terms and conditions of this Contract. The Contractor shall not assign or subcontract the whole or any part of this Contract without the State's prior written consent. The Contractor may assign its right to receive payments to such third parties as the Contractor may desire without the prior written consent of the State, provided that Contractor gives written notice (including evidence of such assignment) to the State thirty (30) days in advance of any payment so assigned. The assignment shall cover all unpaid amounts under this Contract and shall not be made to more than one party.

6.	Audits

Contractor acknowledges that it may be required to submit to an audit of funds paid through this Contract. Any such audit shall be conducted in accordance with IC 5-11-1 and audit guidelines specified by the State.

7.	Authority to Bind Contractor

The signatory for the Contractor represents that he/she has been duly authorized to execute this Contract on behalf of the Contractor and has obtained all necessary or applicable approvals to make this Contract fully binding upon the Contractor when his/her signature is affixed, and certifies that this Contract is not subject to further acceptance by Contractor when accepted by the State of Indiana.

8.	Changes in Work

In the event the State requires a material change in the scope, character or complexity of the work after the work has begun, adjustments in compensation to the Contractor shall be determined by the State in the exercise of its good faith and prudent judgment. The Contractor shall not commence any additional work or change the scope of the work until authorized in writing by the State. No claim for additional compensation shall be made in the absence of a prior written approval executed by all signatories hereto.

9.	Compliance with Laws

The Contractor shall comply with all applicable federal, state and local laws, rules, regulations and ordinances, and all provisions required thereby to be included herein are hereby incorporated by reference. The enactment of any state or federal statute or the promulgation of rules or regulations thereunder after execution of this Contract shall be reviewed by the State and the Contractor to determine whether the provisions of this Contract require formal modification.

The Contractor and its agents shall abide by all ethical requirements that apply to persons who have a business relationship with the State, as set forth in Indiana Code § 4-2-6 et seq., the regulations promulgated thereunder, and Executive Order 04-08, dated April 27, 2004. If the contractor is not familiar with these ethical requirements, the contractor should refer any questions to the State Ethics Commission, or visit the State Ethics Commission website at http://www.in.gov/ethics/. If the Contractor or its agents violate any applicable ethical standards, the State may, in its sole discretion, terminate this Contract immediately upon notice to the contractor. In addition, the Contractor may be subject to penalties under Indiana Code § 4-2-6-12.

The Contractor certifies by entering into this Contract that neither it nor its principal(s) is presently in arrears in payment of taxes, permit fees or other statutory, regulatory or judicially required payments to the State. The Contractor agrees that any payments currently due to the State of Indiana may be withheld from payments due to the Contractor. Additionally, further work or payments may be withheld, delayed, or denied and/or this Contract suspended until the Contractor is current in its payments and has submitted proof of such payment to the State.

The Contractor warrants that it has no pending or outstanding criminal, civil, or enforcement actions initiated by the State, and agrees that it will immediately notify the State of any such actions. During the term of such actions, Contractor agrees that the State may delay, withhold, or deny work under any supplement, amendment, change order or other contractual device issued pursuant to this Contract.

If a valid dispute exists as to the Contractor's liability or guilt in any action initiated by the State of Indiana or its agencies, and the State decides to delay, withhold, or deny work to the Contractor, the Contractor may request that it be allowed to continue, or receive work, without delay. The Contractor must submit, in writing, a request for review to the Indiana Department of Administration (IDOA) following the procedures for disputes outlined herein. A determination by IDOA shall be binding on the parties.

F.	Any payments that the State may delay, withhold, deny, or apply under this section shall not be subject to penalty or interest under IC 5-17-5.

The Contractor warrants that the Contractor and its subcontractors, if any, shall obtain and maintain all required permits, licenses, and approvals, as well as comply with all health, safety, and environmental statutes, rules, or regulations in the performance of work activities for the State. Failure to do so may be deemed a material breach of this Contract and grounds for immediate termination and denial of further work with the State.

H.	The Contractor affirms that it is properly registered and owes no outstanding reports with the Indiana Secretary of State.

I.	As required by IC 5-22-3-7:

(1) the Contractor and any principals of the Contractor certify that (A) the Contractor, except for de minimis and nonsystematic violations, has not violated the terms of (i) IC 24-4.7 [Telephone Solicitation Of Consumers], (ii) IC 24-5-12 [Telephone Solicitations], or (iii) IC 24-5-14 [Regulation of Automatic Dialing Machines] in the previous three hundred sixty-five (365) days, even if IC 24-4.7 is preempted by federal law; and (B) the Contractor will not violate the terms of IC 24-4.7 for the duration of the Contract, even if IC 24-4.7 is preempted by federal law.

(2) The Contractor and any principals of the Contractor certify that an affiliate or principal of the Contractor and any agent acting on behalf of the Contractor or on behalf of an affiliate or principal of the Contractor: (A) except for de minimis and nonsystematic violations, has not violated the terms of IC 24-4.7 in the previous three hundred sixty-five (365) days, even if IC 24-4.7 is preempted by federal law; and (B) will not violate the terms of IC 24-4.7 for the duration of the Contract, even if IC 24-4.7 is preempted by federal law.

10.

Condition of Payment

All services provided by the Contractor under this Contract must be performed to the State's reasonable satisfaction, as determined at the discretion of the undersigned State representative and in accordance with all applicable federal, state, local laws, ordinances, rules, and regulations. The State shall not be required to pay for work found to be unsatisfactory, inconsistent with this Contract or performed in violation of any federal, state, or local statute, ordinance, rule or regulation.

11.

Confidentiality of State Information

The Contractor understands and agrees that data, materials, and information disclosed to Contractor may contain confidential and protected information. The Contractor covenants that data, material, and information gathered, based upon, or disclosed to the Contractor for the purpose of this Contract, will not be disclosed to or discussed with third parties without the prior written consent of the State; however, Contractor may disclose such confidential information to Contractor's legal and financial advisors, providers and other subcontractors to the extent that such disclosure is permitted by applicable law.

12.

Conflict of Interest

A.	As used in this section:

"Immediate family" means the spouse and the unemancipated children of an individual.

"Interested party," means:

The individual executing this Contract;

An individual who has an interest of three percent (3%) or more of Contractor, if Contractor is not an individual; or

Any member of the immediate family of an individual specified under subdivision 1 or 2.

"Department" means the Indiana Department of Administration.

"Commission" means the State Ethics Commission.

B.	The Department may cancel this Contract without recourse by Contractor if any interested party is an employee of the State of Indiana.

The Department will not exercise its right of cancellation under section B, above, if the Contractor gives the Department an opinion by the Commission indicating that the existence of this Contract and the employment by the State of Indiana of the interested party does not violate any statute or rule relating to ethical conduct of State employees. The Department may take action, including cancellation of this Contract, consistent with an opinion of the Commission obtained under this section.

D.	Contractor has an affirmative obligation under this Contract to disclose to the Department when an interested party is or becomes an employee of the State of Indiana. The obligation under this section extends only to those facts that Contractor knows or reasonably could know.

13.

Continuity of Services

The Contractor recognizes that the service(s) to be performed under this Contract are vital to the State and must be continued without interruption and that, upon Contract expiration, a successor, either the State or another contractor, may continue them. The Contractor agrees to:

Furnish phase-in training, and

Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

In addition, Contractor shall fulfill its responsibilities under Section 9.3 of RFS Attachment D.

14.

Debarment and Suspension

The Contractor certifies, by entering into this Contract, that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from entering into this Contract by any federal agency or by any department, agency or political subdivision of the State. The term "principal" for purposes of this Contract means an officer, director, owner, partner, key employee, or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Contractor.

The Contractor certifies that it has verified the suspension and debarment status for all sub-contractors receiving funds under this Contract and shall be solely responsible for any recoupments or penalties that might arise from non-compliance. Contractor shall notify the State if any sub-contractor becomes debarred or suspended, and shall, at the State's request, take all steps required by the State to terminate its contractual relationship with the sub-contractor for work to be performed under this Contract.

15.

Default by State

If the State, sixty (60) days after receipt of written notice, fails to correct or cure any material breach of this Contract, then the Contractor may cancel and terminate this Contract and institute the appropriate measures to collect all monies due up to and including the date of termination.

16.

Disputes

A.	Should any disputes arise with respect to this Contract, the Contractor and the State agree to act immediately to resolve such disputes. Time is of the essence in the resolution of disputes.

The Contractor agrees that, the existence of a dispute notwithstanding, it will continue without delay to carry out all its responsibilities under this Contract that are not affected by the dispute. Should the Contractor fail to continue to perform its responsibilities regarding all non-disputed work, without delay, any additional costs incurred by the State or the Contractor as a result of such failure to proceed shall be borne by the Contractor, and the Contractor shall make no claim against the State for such costs. If the State and the Contractor cannot resolve a dispute within ten (10) working days following notification in writing by either party of the existence of a dispute, then the following procedure shall apply:

The parties agree to resolve such matters through submission of their dispute to the Commissioner of the Indiana Department of Administration. The Commissioner shall reduce a decision to writing and mail or otherwise furnish a copy thereof to the Contractor and the State within ten (10) working days after presentation of such dispute for action. The Commissioner's decision shall be final and conclusive unless either party mails or otherwise furnishes to the Commissioner, within ten (10) working days after receipt of the Commissioner's decision, a written appeal. Within ten (10) working days of receipt by the Commissioner of a written request for appeal, the decision may be reconsidered. If no reconsideration is provided within ten (10) working days, the parties may mutually agree to submit the dispute to arbitration for a determination, or otherwise either party may submit the dispute to an Indiana court of competent jurisdiction.

The State may withhold payments on disputed items pending resolution of the dispute. The unintentional nonpayment by the State to the Contractor of one or more invoices not in dispute in accordance with the terms of this Contract will not by itself be cause for Contractor to terminate this Contract, and the Contractor may bring suit to collect these amounts without following the disputes procedure contained herein.

17.

Drug-Free Workplace Certification

The Contractor hereby covenants and agrees to make a good faith effort to provide and maintain a drug-free workplace. The Contractor will give written notice to the State within ten (10) days after receiving actual notice that the Contractor or an employee of the Contractor in the State of Indiana has been convicted of a criminal drug violation occurring in the Contractor's workplace.

False certification or violation of this certification may result in sanctions including, but not limited to, suspension of contract payments, termination of this Contract and/or debarment of contracting opportunities with the State for up to three (3) years.

In addition to the provisions of the above paragraphs, if the total contract amount set forth in this Contract is in excess of $25,000.00, Contractor hereby further agrees that this contract is expressly subject to the terms, conditions, and representations of the following certification:

This certification is required by Executive Order No. 90-5, April 12, 1990, issued by the Governor of Indiana. Pursuant to its delegated authority, the Indiana Department of Administration is requiring the inclusion of this certification in all contracts and grants from the State of Indiana in excess of $25,000.00. No award of a contract shall be made, and no contract, purchase order or agreement, the total amount of which exceeds $25,000.00, shall be valid, unless and until this certification has been fully executed by the Contractor and made a part of the contract or agreement as part of the contract documents.

The Contractor certifies and agrees that it will provide a drug-free workplace by:

Publishing and providing to all of its employees a statement notifying them that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the Contractor's workplace, and specifying the actions that will be taken against employees for violations of such prohibition;

Establishing a drug-free awareness program to inform its employees of (1) the dangers of drug abuse in the workplace; (2) the Contractor's policy of maintaining a drug-free workplace; (3) any available drug counseling, rehabilitation, and employee assistance programs; and (4) the penalties that may be imposed upon an employee for drug abuse violations occurring in the workplace;

Notifying all employees in the statement required by subparagraph (A) above that as a condition of continued employment, the employee will (1) abide by the terms of the statement; and (2) notify the Contractor of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction;

D.	Notifying in writing the State within ten (10) days after receiving notice from an employee under subdivision (C)(2) above, or otherwise receiving actual notice of such conviction;

Within thirty (30) days after receiving notice under subdivision (C)(2) above of a conviction, imposing the following sanctions or remedial measures on any employee who is convicted of drug abuse violations occurring in the workplace: (1) taking appropriate personnel action against the employee, up to and including termination; or (2) requiring such employee to satisfactorily participate in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state or local health, law enforcement, or other appropriate agency; and

F.	Making a good faith effort to maintain a drug-free workplace through the implementation of subparagraphs (A) through (E) above.

18.

Employment Option

If the State determines that it would be in the State's best interest to hire an employee of the Contractor, the Contractor will release the selected employee from any non-compete agreements that may be in effect solely for the purpose of employment with the State and any non-compete will otherwise remain in effect. This release will be at no cost to the State or the employee.

19.

Force Majeure

In the event that either party is unable to perform any of its obligations under this Contract or to enjoy any of its benefits because of natural disaster or decrees of governmental bodies not the fault of the affected party (hereinafter referred to as a "Force Majeure Event"), the party who has been so affected shall immediately give notice to the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Contract shall be immediately suspended. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been so affected may, by giving written notice, terminate this Contract.

20.

Funding Cancellation

When the Director of the State Budget Agency makes a written determination that funds are not appropriated or otherwise available to support continuation of performance of this Contract, this Contract shall be canceled. A determination by the Budget Director that funds are not appropriated or otherwise available to support continuation of performance shall be final and conclusive.

21.

Governing Laws

This Contract shall be construed in accordance with and governed by the laws of the State of Indiana and suit, if any, must be brought in the State of Indiana.

22.

Indemnification

Contractor agrees to indemnify, defend, and hold harmless the State of Indiana and its agents and employees from all claims and suits including court costs, attorney's fees, and other expenses caused by any act or omission of the Contractor and/or its subcontractors, if any, in the performance of this contract. The State shall not provide such indemnification to the Contractor.

23.

Independent Contractor

Both parties hereto, in the performance of this Contract, shall act in an individual capacity and not as agents, employees, partners, joint venturers or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purposes whatsoever. Neither party will assume liability for any injury (including death) to any persons, or damage to any property arising out of the acts or omissions of the agents, employees or subcontractors of the other party.

The Contractor shall be responsible for providing all necessary unemployment and workers' compensation insurance for the Contractor's employees.

24.

Information Technology Enterprise Architecture Requirements

If Contractor provides any information technology related products or services to the State, Contractor shall comply with all Indiana Office of Technology (IOT) standards, policies, and guidelines, which are online at http://iot.in.gov/architecture/. Contractor specifically agrees that all hardware, software, and services provided to or purchased by the State shall be compatible with the principles and goals contained in the electronic and information technology accessibility standards adopted under Section 508 of the Federal Rehabilitation Act of 1973 (29 U.S.C. 794d) and IC 4-13.1-3. Any deviation from these architecture requirements must be approved in writing by IOT in advance. The State may terminate this contract for default if Contractor fails to cure a breach of this provision within a reasonable time

25.

Insurance

A.	The Contractor shall secure and keep in force during the term of this Contract, the following insurance coverage, covering the Contractor for any and all claims of any nature which may in any manner arise out of or result from this Contract:

Commercial general liability, including contractual coverage, and products or completed operations coverage (if applicable), with minimum liability limits of $5,000,000 per occurrence unless additional coverage is required by the State.

Automobile liability with minimum liability limits of $700,000 per person and $5,000,000 per occurrence.

The Contractor shall provide proof of such insurance coverage by tendering to the undersigned State representative, a certificate of insurance prior to the commencement of this Contract and proof of Workers compensation coverage meeting all statutory requirements of IC 22-3-2. In addition, an "all states endorsement" covering claims occurring outside the State if any of the services provided under this Contract involve work outside of Indiana.

B.	The Contractor's insurance coverage must meet the following additional requirements:

The insurer must have a certificate of authority issued by the Indiana Department of Insurance.

Any deductible or self-insured retention amount or other similar obligation under the insurance policies shall be the sole obligation of the Contractor.

The State will be defended, indemnified, and held harmless to the full extent of any coverage actually secured by the Contractor in excess of the minimum requirements set forth above. The duty to indemnify the State under this contract shall not be limited by the insurance required in this Contract.

The insurance required in this Contract, through a policy or endorsements, shall include a provision that the policy and endorsements may not be canceled or modified without thirty (30) days' prior written notice to the undersigned State agency.

Failure to provide insurance as required in this Contract may be deemed a material breach of contract entitling the State to immediately terminate this Contract. The Contractor shall furnish a certificate of insurance and all endorsements to the undersigned State agency prior to the commencement of this Contract.

26.

Key Person(s)

If both parties have designated that certain individual(s) are essential to the services offered, the parties agree that should such individual(s) leave their employment during the term of this Contract for whatever reason, the State shall have the right to terminate this Contract upon thirty (30) days prior written notice.

B.	In the event that the Contractor is an individual, that individual shall be considered a key person and, as such, essential to this Contract. Substitution of another for the Contractor shall not be permitted without express written consent of the State.

Nothing in sections A and B, above shall be construed to prevent the Contractor from using the services of others to perform tasks ancillary to those tasks which directly require the expertise of the key person. Examples of such ancillary tasks include secretarial, clerical, and common labor duties. The Contractor shall, at all times, remain responsible for the performance of all necessary tasks, whether performed by a key person or others.

Key person to this Contract is

None.______________________________________________

27.

Licensing Standards

The parties agree that Contractor and its employees and subcontractors shall comply with all applicable licensing standards, certification standards, accrediting standards and any other laws, rules or regulations governing services to be provided by the Contractor pursuant to this Contract. The State shall not be required to reimburse Contractor for any services performed when Contractor or its employees or subcontractors are not in compliance with such applicable standards, laws, rules or regulations. If licensure, certification or accreditation expires or is revoked, or if disciplinary action is taken against the applicable licensure or accreditation, Contractor shall notify State immediately and the State, at its option, may immediately terminate this Contract.

28.

Merger and Modification

This contract constitutes the entire agreement between the parties. No understandings, agreements, or representations, oral or written, not specified within this contract will be valid provisions of this contract. This contract may not be modified, supplemented, or amended, in any manner, except by written agreement signed by all necessary parties.

29.

Minority and Women Business Enterprise Compliance

The Contractor agrees to comply fully with the provisions of 25 IAC 5 and any participation plan that may have been submitted to the State.

The following MBE's and WBE's listed on the Minority and Women's Business Enterprises Division directory of certified firms will be participating in this Contract. During the course of the Contract, any change to the listed firms found in this section must be submitted to, and approved by, IDOA in writing. A formal amendment process is not required, but formal written approval from IDOA is required for changes in subcontractor participation.

MBE/WBE	PHONE	COMPANY NAME	SCOPE OF PRODUCTS/ SERVICES	UTILIZATION DATE	AMOUNT

SEE	ATTACHED	EXHIBIT 1

30.

Nondiscrimination

Pursuant to IC 22-9-1-10 and the Civil Rights Act of 1964, Contractor and its subcontractors shall not discriminate against any employee or applicant for employment in the performance of this Contract. The Contractor shall not discriminate with respect to the hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, color, religion, sex, disability, national origin or ancestry. Breach of this covenant may be regarded as a material breach of this Contract. The Contractor's execution of this Contract also signifies compliance with applicable federal laws, regulations, and executive orders prohibiting discrimination in the provision of services based on race, color, national origin, age, sex, disability or status as a veteran.

The Contractor understands that the State is a recipient of federal funds. Pursuant to that understanding, the Contractor and its subcontractor, if any, agree that if the Contractor employs fifty (50) or more employees and does at least $50,000.00 worth of business with the State and is not exempt, the Contractor will comply with the affirmative action reporting requirements of 41 CFR 60-1.7. The Contractor shall comply with Section 202 of Executive Order 11246, as amended, 41 CFR 60-250, and 41 CFR 60-741, as amended, which are incorporated herein by specific reference. Breach of this covenant may be regarded as a material breach of this Contract.

31.

Notice to Parties

Whenever any notice, statement or other communication is required under this Contract, it shall be sent to the following addresses, unless otherwise specifically advised.

A.	Notices to the State shall be sent to:

Mark Fritz

Managed Care Manager

Office of Medicaid Policy and Planning

402 W. Washington Street, W374

Indianapolis, IN 46204

B.	Notices to the Contractor shall be sent to:

Rita Johnson-Mills

Managed Health Services

1099 N. Meridian Street, #400

Indianapolis, IN 46204

32.

Order of Precedence

Any inconsistency or ambiguity in this Contract shall be resolved by giving precedence in the following order: (1) This Contract, (2) attachments to this Contract prepared by the State, (3) RFS# 6-68, (4) Contractor's response to RFS# 6-68. All attachments and all documents referred to in this paragraph are hereby incorporated fully by reference.

33.

Ownership of Documents and Materials

All documents, records, programs, data, film, tape, articles, memoranda, and other materials not developed or licensed by the Contractor prior to execution of this Contract, but specifically developed under this Contract shall be considered "work for hire" and the Contractor transfers any ownership claim to the State of Indiana and all such materials will be the property of the State of Indiana. Use of these materials, other than related to contract performance by the Contractor, without the prior written consent of the State, which consent shall not be unreasonably withheld or delayed, is prohibited, except that State agrees that Contractor shall be permitted to utilize such materials to comply with Contractor's own reporting obligations or to otherwise comply with applicable law without seeking prior consent from the State. During the performance of this Contract, the Contractor shall be responsible for any loss of or damage to these materials developed for or supplied by the State and used to develop or assist in the services provided herein while the materials are in the possession of the Contractor. Any loss or damage thereto shall be restored at the Contractor's expense. Full, immediate, and unrestricted access to the work product of the Contractor during the term of this Contract shall be available to the State.

34.

Payments

All payments shall be made in arrears in conformance with State fiscal policies and procedures and, as required by IC 4-13-2-14.8, by electronic funds transfer to the financial institution designated by the Contractor in writing unless a specific waiver has been obtained from the Auditor of State. No payments will be made in advance of receipt of the goods or services that are the subject of this Contract except as permitted by IC 4-13-2-20.

35.

Penalties/Interest/Attorney's Fees

The State will in good faith perform its required obligations hereunder and does not agree to pay any penalties, liquidated damages, interest, or attorney's fees, except as required by Indiana law, in part, IC 5-17-5, IC 34-54-8, and IC 34-13-1.

Notwithstanding the provisions contained in IC 5-17-5, the Parties stipulate and agree that any liability resulting from the State of Indiana's failure to make prompt payment shall be based solely on the amount of funding originating from the State of Indiana and shall not be based on funding from federal or other sources.

36.

Progress Reports

The Contractor shall submit progress reports to the State upon request. The report shall be oral, unless the State, upon receipt of the oral report, should deem it necessary to have it in written form. The progress reports shall serve the purpose of assuring the State that work is progressing in line with the schedule, and that completion can be reasonably assured on the scheduled date.

37.

Reserved

38.

Security and Privacy of Health Information

The Contractor agrees to comply with all requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), Privacy Regulations that took effect April 14, 2003, and Security Regulations that took effect on April 20, 2005, in all activities related to the contract, to maintain compliance throughout the life of the contract, to operate any systems used to fulfill the requirements of this contract in full compliance with HIPAA and to take no action which adversely affects the State's HIPAA compliance.

The parties acknowledge that the Department of Health and Human Services (DHHS) has issued the Final Rules, as amended from time to time on the Standards for Privacy of Individually Identifiable Health Information and on the Standards for Security of Individually Identifiable Health Information, as required by the Administrative Simplification Section of HIPAA. The parties acknowledge that the Office is Covered Entity within the meaning of HIPAA. To the extent required by the provisions of HIPAA and regulations promulgated thereunder, the Contractor assures that it will appropriately safeguard Protected Health Information (PHI), as defined by the regulations, which is made available to or obtained by the Contractor in the course of its work under the contract. The Contractor agrees to comply with all applicable requirements of law relating to PHI with respect to any task or other activity it performs for the Office including, as required by the final Privacy and Security regulations:

Contractor may use and disclose PHI for the following purposes: (a) to perform the services described in this Contract; (b) the proper management and administration of Contractor; (c) to carry out the legal responsibilities of Contractor; (d) as required by law; or (e) to report violations of law to appropriate Federal and State authorities, consistent with 42 CFR § 164.502(j)(l). If Contractor discloses PHI for a purpose related to (b) or (c) in the foregoing sentence, Contractor shall obtain reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and require the person to notify Contractor of any instances of which it is aware in which the confidentiality of the information has been breached.

B.	Implementing administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic PHI that the Contractor creates, receives, maintains, or transmits on behalf of OMPP;

C.	Implementing a disaster recovery plan, as appropriate, which includes mechanisms to recover data and/or alternative data storage sites, as determined by OMPP to be necessary to uphold integral business functions in the event of an unforeseen disaster;

D.	Not using or further disclosing PHI other than as permitted or required by this Contract or by applicable law;

E.	Using appropriate safeguards to prevent use or disclosure of PHI other than as provided by this Contract or by applicable law;

F.	Reporting to OMPP any security and/or privacy incident of which the Contractor becomes aware;

Mitigating, to the extent practicable, any harmful effect that is known to the Contractor and reporting to the Office any use or disclosure by the Contractor, its agent, employees, subcontractors or third parties, of PHI obtained under this Contract in a manner not provided for by this Contract or by applicable law of which the Contractor becomes aware;

Ensuring that any subcontractors or agents to whom the Contractor provides PHI received from, or created or received by the Contractor, subcontractors or agents on behalf of the Office agree to the same restrictions, conditions and obligations applicable to such party regarding PHI and agrees to implement reasonable and appropriate safeguards to protect it;

Making the Contractor's internal practices, books and records related to the use or disclosure of PHI received from, or created or received by the Contractor on behalf of the Office available to the Office at its request or to the Secretary of the United States Department of Health and Human Services for purposes of determining the Office's compliance with applicable law. The Contractor shall immediately notify the Office upon receipt by the Contractor of any such request from the Secretary of DHHS, and shall provide the Office with copies of any materials made available in response to such a request;

J.	In accordance with procedures established by the Office, making available the information required to provide an accounting of disclosures pursuant to applicable law, if the duties of the Contractor include disclosures that must be accounted for;

K.	Making available PHI for amendment and incorporating any amendments to PHI in accordance with 45 CFR 164.526, if the Contractor maintains PHI subject to amendment;

L.	In accordance with procedures established by the Office, making PHI available to individuals entitled to access and requesting access in compliance with 45 CFR 164.524 and the duties of the Contractor;

M.	Authorizing termination of the Contract if OMPP determines that the Contractor has violated a material provision; and

At the termination of the Contract, if feasible, return or destroy all PHI received or created under the Contract. If OMPP determines return or destruction is not feasible, the protections in this agreement shall continue to be extended to any PHI maintained by the Contractor for as long as it is maintained.

38.5

Electronic Transaction Standards Compliance

In order to fulfill the terms of this Contract, Contractor will utilize and interface with the State's electronic systems and will use them to perform certain electronic transactions that contain health information, and which are subject to the final rules for the Standards for Electronic Transactions, dated August 17, 2000, under the Administrative Simplification Section of HIPAA (the "Transaction Standards").

The Contractor shall comply with the Transaction Standards, as may be amended from time to time, and shall provide documentation of its compliance with them, including a summary of project plans for remediation, status reports of remediation efforts, summary of text results, copies of certifications, if any, and the Contractor's statement affirming completion of all requirements. Such compliance shall be maintained at no additional cost to the State.

Contractor will indemnify and hold the State harmless from any loss, damage, costs, expense, judgment, sanction or liability, including, but not limited to, attorneys' fees and costs, that the State incurs or is subject to as a result of Contractor's breach of this Paragraph.

39.

Severability

The invalidity of any section, subsection, clause or provision of this Contract shall not affect the validity of the remaining sections, subsections, clauses or provisions of this Contract.

40.

Substantial Performance

This Contract shall be deemed to be substantially performed only when fully performed according to its terms and conditions and any modification thereof.

41.

Taxes

The State of Indiana is exempt from state, federal, and local taxes. The State will not be responsible for any taxes levied on the Contractor as a result of this Contract.

42.

Termination for Convenience

This Contract may be terminated, in whole or in part, by the State whenever, for any reason, the State determines that such termination is in the best interest of the State. Termination of services shall be effected by delivery to the Contractor of a Termination Notice at least thirty (30) days prior to the termination effective date, specifying the extent to which performance of services under such termination becomes effective. The Contractor shall be compensated for services properly rendered prior to the effective date of termination. The State will not be liable for services performed after the effective date of termination. The Contractor shall be compensated for services herein provided but in no case shall total payment made to the Contractor exceed the original contract price or shall any price increase be allowed on individual line items if canceled only in part prior to the original termination date.

43.

Termination for Default

A.	With the provision of thirty (30) days notice to the Contractor, the State may terminate this Contract in whole or in part, if the Contractor fails to:

Correct or cure any breach of this Contract;

Deliver the supplies or perform the services within the time specified in this Contract or any extension;

Make progress so as to endanger performance of this Contract; or

Perform any of the other provisions of this Contract.

If the State terminates this Contract in whole or in part, in accordance with Section 43(A), it may acquire, under the terms and in the manner the State considers appropriate, supplies or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those supplies or services. However, the Contractor shall continue the work not terminated.

The State shall pay the contract price for completed supplies delivered and services accepted. The Contractor and the State shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the State determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders.

D.	The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or equity or under this Contract.

44.

Reserved

45.

Waiver of Rights

No right conferred on either party under this Contract shall be deemed waived, and no breach of this Contract excused, unless such waiver is in writing and signed by the party claimed to have waived such right.

46.

Work Standards

The Contractor shall execute its responsibilities by following and applying at all times the highest professional and technical guidelines and standards. If the State becomes dissatisfied with the work product of or the working relationship with those individuals assigned to work on this Contract, the State may request in writing the replacement of any or all such individuals, and Contractor shall grant such request.

47.

Assurance of Compliance with Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973 and the Age Discrimination Act of 1975, the Americans with Disabilities Act of 1990 and Title IX of the Education Amendments of 1972

The Contractor agrees that it, and all of its subcontractors, including providers, will comply with the following:

Title VI of the Civil Rights Act of 1964 (Pub. L. 88-352), as amended, and all requirements imposed by or pursuant to the Regulation of the Department of Health and Human Services (45 CFR Part 80), to the end that, in accordance with Title VI of that Act and the Regulation, no person in the United States shall on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which the Contractor receives Federal financial assistance under this Contract.

Section 504 of the Rehabilitation Act of 1973 (Pub. L. 93-112), as amended, and all requirements imposed by or pursuant to the Regulation of the Department of Health and Human Services (45 CFR Part 84), to the end that, in accordance with Section 504 of that Act and the Regulation, no otherwise qualified handicapped individual in the United States shall, solely by reason of his/her handicap, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity for which the Contractor receives Federal financial assistance under this Contract.

The Age Discrimination Act of 1975 (Pub. L. 94-135), as amended, and all requirements imposed by or pursuant to the Regulation of the Department of Health and Human Services (45 CFR Part 91), to the end that, in accordance with the Act and the Regulation, no person in the United States shall, on the basis of age, be denied the benefits of, be excluded from participation in, or be subjected to discrimination under any program or activity for which the Contractor receives Federal financial assistance under this Contract.

The Americans with Disabilities Act of 1990 (Pub. L. 101-336), as amended, and all requirements imposed by or pursuant to the Regulation of the Department of Justice (28 CFR 35.101 et seq.), to the end that in accordance with the Act and Regulation, no person in the United States with a disability shall, on the basis of the disability, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity for which the Contractor receives Federal financial assistance under this Contract.

Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681, 1683, and 1685-1686), and all requirements imposed by or pursuant to regulation, to the end that, in accordance with the Amendments, no person in the United States shall, on the basis of sex, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity for which the Contractor receives Federal financial assistance under this Contract.

The Contractor agrees that compliance with this assurance constitutes a condition of continued receipt of Federal financial assistance, and that it is binding upon the Contractor, its successors, transferees and assignees for the period during which such assistance is provided. The Contractor further recognizes that the United States shall have the right to seek judicial enforcement of this assurance.

48.

Conveyance of Documents and Continuation of Existing Activity

Should the Contract for whatever reason, (i.e. completion of a contract with no renewal, or termination of service by either party), be discontinued and the activities as provided for in the Contract for services cease, the Contractor and any subcontractors employed by the terminating Contractor in the performance of the duties of the Contract shall promptly convey to the State of Indiana, copies of all vendor working papers, data collection forms, reports, charts, programs, cost records and all other material related to work performed on this Contract. The Contractor and the Office shall convene immediately upon notification of termination or non-renewal of the Contract to determine what work shall be suspended, what work shall be completed, and the time frame for completion and conveyance. The Office will then provide the Contractor with a written schedule of the completion and conveyance activities associated with termination. Documents/materials associated with suspended activities shall be conveyed by the Contractor to the State of Indiana upon five (5) days notice from the State of Indiana or such other time as the parties shall mutually agree. Upon completion of those remaining activities noted on the written schedule, the Contractor shall also convey all documents and materials to the State of Indiana upon five (5) business days' notice from the State of Indiana.

49.

Environmental Standards

If the contract amount set forth in this Contract is in excess of $ 100,000, the Contractor shall comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. § 7606), section 508 of the Clean Water Act (33 U.S.C. § 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 C.F.R. Part 32), which prohibit the use under non-exempt Federal contracts of facilities included on the EPA List of Violating Facilities. The Contractor shall report any violations of this paragraph to the State of Indiana and to the United States Environmental Protection Agency Assistant Administrator for Enforcement.

50.

Lobbying Activities

Pursuant to 31 U.S.C. § 1352, and any regulations promulgated thereunder, the Contractor hereby assures and certifies that no federally appropriated funds have been paid, or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative contract, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan or cooperative contract. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Contract, the Contractor shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions.

The rest of this page is left blank intentionally

SIGNATURE PAGE

99-07-MT-0053

Non-Collusion and Acceptance

The undersigned attests, subject to the penalties for perjury, that he/she is the Contractor, or that he/she is the properly authorized representative, agent, member or officer of the Contractor, that he/she has not, nor has any other member, employee, representative, agent or officer of the Contractor, directly or indirectly, to the best of the undersigned's knowledge, entered into or offered to enter into any combination, collusion or agreement to receive or pay, and that he/she has not received or paid, any sum of money or other consideration for the execution of this Contract other than that which appears upon the face of this Contract.

In Witness Whereof, Contractor and the State have, through their duly authorized representatives, entered into this Contract. The parties, having read and understand the foregoing terms of this Contract, do by their respective signatures dated below hereby agree to the terms thereof.

Contractor: Coordinated Care Corporation Indiana, Inc.

By:	/s/ Rita J. Mills
Printed Name:	Rita J. Mills
Title:	Regional VP & CEO
Date:	10/31/06

Office of Medicaid Policy and Planning

By:	/s/ Jeanne LaBrecque
Jeanne Labrecque, Director

Date:	11/2/2006

Department of Administration

By:	/s/ Dawina L. Patterson FOR
Carrie Henderson, Commissioner

Date:	12/8/06

		APPROVED as to Form and Legality:
State Budget Agency		Office of the Attorney General

By:	/s/ Illegible	By:	/s/ Susan H. Gard FOR
Charles E. Schalliol, Director		Stephen Carter, Attorney General

Date:	12/15/06	Date:	1/17/2007

ATTACHMENT DOCUMENT SUMMARY	ATTACHMENT:	A
	AGREEMENT #:	99-07-MT-0053
	AGREEMENT TERM:	01/01/2007-12/31/2010

VENDOR INFORMATION:
LEGAL NAME:	COORDINATED CARE CORPORATION INDIANA, INC.

MAILING ADDRESS:	1099 N. MERIDIAN ST.,
	SUITE 400
	INDIANAPOLIS, IN 46204-1041

FSSA CONTRACT CONTACT:	Cook, Mel E (317) 234-4200
EMAIL ADDRESS:	Melvin.Cook@dcs.IN.gov

FID/SSN:	39-1864073

CHANGE NUMBER:	ORIG

STATUTORY INFORMATION:

I.C. 12-15-30-1

I.C. 12-17.6

FINANCIAL SUMMARY:	SERVICE			AWARD
CLAIM PROG ID	CODE	PROGRAM	EFFECTIVE DATES	AMOUNT
49-07-MT-0053-01	4005	MEDICAID ASSIST	01/01/2007-06/30/2007	ZERO-BASED

49-07-MT-0053-02	4005	MEDICAID ASSIST	07/01/2007-06/30/2008	ZERO-BASED

49-07-MT-0053-03	4005	MEDICAID ASSIST	07/01/2008-06/30/2009	ZERO-BASED

49-07-MT-0053-04	4005	MEDICAID ASSIST	07/01/2009-06/30/2010	ZERO-BASED

49-07-MT-0053-05	4005	MEDICAID ASSIST	07/01/2010-12/31/2010	ZERO-BASED
TOTAL DOLLAR AMOUNT:				ZERO-BASED

	ATTACHMENT DOCUMENT SUMMARY	ATTACHMENT:	A
[Graphic		AGREEMENT #:	99-07-MT-0053
Omitted]		AGREEMENT TERM:	01/01/2007-12/31/2010

CLAIM PROGRAM ID:	49-07-MT-0053-01
PROGRAM TOTAL:	ZERO-BASED	REGION:	Statewide
FUND DESCRIPTION:	MEDICAID ASSISTANCE	CFDA NUMBER:	n/a
ACCOUNT NUMBER:	3530-185600	FEDERAL YEAR:	2007
EFFECTIVE DATES:	01/01/2007-06/30/2007	STATE YEAR:	2007
ADVANCE DUE DAYS:	0	ADMINISTRATIVE CAP:	0.00
ADVANCE PERCENT:	0.0000%	CLOSE OUT DATE:	08/29/2007

NMT PERCENT:	0.0000%	NMT DOLLARS:	0.00
MATCH PERCENT:	0.0000%	MATCH AMOUNT:	0.00

FEDERAL PERCENT:	0.0000%	STATE PERCENT:	0.0000%
PRIVATE PERCENT:	0.0000%	OTHER PERCENT:	0.0000%

SERVICE INFORMATION:	4005 MANAGED CARE
SERVICE EFF DATES:	1/1/2007-6/30/2007
COMPONENT DESCRIPTION	COMPONENT DATES	UNITS	RATE
.1 PROFESSIONAL SERVICES	1/01/07-6/30/07	ACTUAL COST	1.0000
SERVICE TOTAL:			ZERO-BASED

	ATTACHMENT DOCUMENT SUMMARY	ATTACHMENT:	A
[Graphic		AGREEMENT #:	99-07-MT-0053
Omitted]		AGREEMENT TERM:	01/01/2007-12/31/2010

CLAIM PROGRAM ID:	49-07-MT-0053-02
PROGRAM TOTAL:	ZERO-BASED	REGION:	Statewide
FUND DESCRIPTION:	MEDICAID ASSISTANCE	CFDA NUMBER:	n/a
ACCOUNT NUMBER:	3530-185600	FEDERAL YEAR:	2007
EFFECTIVE DATES:	07/01/2007-06/30/2008	STATE YEAR:	2008
ADVANCE DUE DAYS:	0	ADMINISTRATIVE CAP:	0.00
ADVANCE PERCENT:	0.0000%	CLOSE OUT DATE:	08/29/2008

NMT PERCENT:	0.0000%	NMT DOLLARS:	0.00
MATCH PERCENT:	0.0000%	MATCH AMOUNT:	0.00

FEDERAL PERCENT:	0.0000%	STATE PERCENT:	0.0000%
PRIVATE PERCENT:	0.0000%	OTHER PERCENT:	0.0000%

SERVICE INFORMATION:	4005 MANAGED CARE
SERVICE EFF DATES:	7/1/2007-6/30/2008
COMPONENT DESCRIPTION	COMPONENT DATES	UNITS	RATE
.1 PROFESSIONAL SERVICES	7/01/07-6/30/08	ACTUAL COST	1.0000
SERVICE TOTAL:			ZERO-BASED

	ATTACHMENT DOCUMENT SUMMARY	ATTACHMENT:	A
[Graphic		AGREEMENT #:	99-07-MT-0053
Omitted]		AGREEMENT TERM:	01/01/2007-12/31/2010

CLAIM PROGRAM ID:	49-07-MT-0053-03
PROGRAM TOTAL:	ZERO-BASED	REGION:	Statewide
FUND DESCRIPTION:	MEDICAID ASSISTANCE	CFDA NUMBER:	n/a
ACCOUNT NUMBER:	3530-185600	FEDERAL YEAR:	2008
EFFECTIVE DATES:	07/01/2008-06/30/2009	STATE YEAR:	2009
ADVANCE DUE DAYS:	0	ADMINISTRATIVE CAP:	0.00
ADVANCE PERCENT:	0.0000%	CLOSE OUT DATE:	08/29/2009

NMT PERCENT:	0.0000%	NMT DOLLARS:	0.00
MATCH PERCENT:	0.0000%	MATCH AMOUNT:	0.00

FEDERAL PERCENT:	0.0000%	STATE PERCENT:	0.0000%
PRIVATE PERCENT:	0.0000%	OTHER PERCENT:	0.0000%

SERVICE INFORMATION:	4005 MANAGED CARE
SERVICE EFF DATES:	7/1/2008-6/30/2009
COMPONENT DESCRIPTION	COMPONENT DATES	UNITS	RATE
.1 PROFESSIONAL SERVICES	7/01/08-6/30/09	ACTUAL COST	1.0000
SERVICE TOTAL:			ZERO-BASED

	ATTACHMENT DOCUMENT SUMMARY	ATTACHMENT:	A
[Graphic		AGREEMENT #:	99-07-MT-0053
Omitted]		AGREEMENT TERM:	01/01/2007-12/31/2010

CLAIM PROGRAM ID:	49-07-MT-0053-04
PROGRAM TOTAL:	ZERO-BASED	REGION:	Statewide
FUND DESCRIPTION:	MEDICAID ASSISTANCE	CFDA NUMBER:	n/a
ACCOUNT NUMBER:	3530-185600	FEDERAL YEAR:	2009
EFFECTIVE DATES:	07/01/2009-06/30/2010	STATE YEAR:	2010
ADVANCE DUE DAYS:	0	ADMINISTRATIVE CAP:	0.00
ADVANCE PERCENT:	0.0000%	CLOSE OUT DATE:	08/29/2010

NMT PERCENT:	0.0000%	NMT DOLLARS:	0.00
MATCH PERCENT:	0.0000%	MATCH AMOUNT:	0.00

FEDERAL PERCENT:	0.0000%	STATE PERCENT:	0.0000%
PRIVATE PERCENT:	0.0000%	OTHER PERCENT:	0.0000%

SERVICE INFORMATION:	4005 MANAGED CARE
SERVICE EFF DATES:	7/1/2009-6/30/2010
COMPONENT DESCRIPTION	COMPONENT DATES	UNITS	RATE
.1 PROFESSIONAL SERVICES	7/01/09-6/30/10	ACTUAL COST	1.0000
SERVICE TOTAL:			ZERO-BASED

	ATTACHMENT DOCUMENT SUMMARY	ATTACHMENT:	A
[Graphic		AGREEMENT #:	99-07-MT-0053
Omitted]		AGREEMENT TERM:	01/01/2007-12/31/2010

CLAIM PROGRAM ID:	49-07-MT-0053-05
PROGRAM TOTAL:	ZERO-BASED	REGION:	Statewide
FUND DESCRIPTION:	MEDICAID ASSISTANCE	CFDA NUMBER:	n/a
ACCOUNT NUMBER:	3530-185600	FEDERAL YEAR:	2010
EFFECTIVE DATES:	07/01/2010-12/31/2010	STATE YEAR:	2011
ADVANCE DUE DAYS:	0	ADMINISTRATIVE CAP:	0.00
ADVANCE PERCENT:	0.0000%	CLOSE OUT DATE:	03/01/2011

NMT PERCENT:	0.0000%	NMT DOLLARS:	0.00
MATCH PERCENT:	0.0000%	MATCH AMOUNT:	0.00

FEDERAL PERCENT:	0.0000%	STATE PERCENT:	0.0000%
PRIVATE PERCENT:	0.0000%	OTHER PERCENT:	0.0000%

SERVICE INFORMATION:	4005 MANAGED CARE
SERVICE EFF DATES:	7/1/2010-12/31/2010
COMPONENT DESCRIPTION	COMPONENT DATES	UNITS	RATE
.1 PROFESSIONAL SERVICES	7/01/10-12/31/10	ACTUAL COST	1.0000
SERVICE TOTAL:			ZERO-BASED

Contract Attachment A

Capitation Rates

Effective rates as of January 1, 2007

Regions	Northwest	Northcentral	Northeast	Westcentral
Package A-B
Newborn	$ 334.20	$ 328.46	$ 353.86	$ 370.16
Preschool	68.11	74.91	75.40	78.92
Children	77.13	84.83	85.39	89.38
Teenager	112.83	124.10	124.92	130.75
Adult Male	270.00	249.42	262.95	296.61
Adult Female	257.11	237.51	250.40	282.46
Maternity Delivery	3,429.99	3,421.86	3,366.24	3,302.18
Package C
Newborn	193.70	193.70	193.70	193.70
Preschool	80.14	87.15	86.92	90.51
Children	87.08	94.69	94.44	98.34
Teenager	118.67	129.04	128.70	134.01
Maternity Delivery	3,429.99	3,421.86	3,366.24	3,302.18

Regions	Central	Eastcentral	Southwest	Southeast
Package A-B
Newborn	$ 341.58	$ 377.13	$ 379.10	$ 386.76
Preschool	70.95	81.22	85.54	81.42
Children	80.35	91.98	96.88	92.21
Teenager	117.54	134.55	141.72	134.88
Adult Male	244.00	291.44	319.16	302.12
Adult Female	232.36	277.53	303.92	287.70
Maternity Delivery	3,431.83	3,431.51	3,466.88	3,481.37
Package C
Newborn	193.70	193.70	193.70	193.70
Preschool	84.01	92.35	97.74	93.63
Children	91.28	100.34	106.20	101.73
Teenager	124.40	136.74	144.72	138.64
Maternity Delivery	3,431.83	3,431.51	3,466.88	3,481.37

Statewide-MAU
Newborn	$ 1,306.69
Preschool	627.56
Children	370.56
Teenager	342.84
Adult Male	451.08
Adult Female	567.64
Maternity Delivery	3,850.54

CONTRACT ATTACHMENT B

PAY FOR PERFORMANCE AND CONTRACT COMPLIANCE

Except as defined below or the context requires otherwise, all capitalized terms shall have the meanings ascribed to them in the Contract.

A.	Pay for Performance Program

1. Program Establishment and Eligibility. The Office has established a pay for performance program under which Contractor may receive additional compensation if certain conditions are met. Participation in the pay for performance program by Contractor is subject to Contractor's complete and timely satisfaction of its obligations under the Contract, including but not limited to all data reporting obligations. In furtherance of the foregoing and not by limitation, in the event Contractor has been subject to any of the following corrective actions (administered pursuant to the Contract) as a result of its failure to perform or non-compliance under the Contract, Contractor shall lose eligibility for participation in the program:

a. The Office has suspended, in whole or in part, capitation payments or enrollment to the Contractor;

b. The Office has assigned, in whole or in part, the membership and responsibilities of Contractor to another participating managed care plan contractor;

c. The Office has assumed or appointed temporary management with respect to the Contractor;

d. The Contract has been terminated; or

e. Pursuant to the Contract including without limitation this Attachment, the Office has assessed liquidated damages against Contractor, in relation to its performance under the Contract more than four times during the measurement year.

The Office may, at its option, reinstate Contractor's eligibility for participation in the pay for performance program once Contractor has properly cured all prior instances of non-compliance of its obligations under the Contract, and the Office has satisfactory assurances of acceptable future performance.

2. Bonus Potential. Contractor may be eligible to receive a bonus based on performance in an amount not to exceed one-half of one percent (0.5%) of the capitation revenue paid to Contractor during the measurement year.

3. Priority Areas and Data Submission. The Office has identified the following priority areas for performance improvement, and the items denoted by an asterisk will be measured during calendar year 2007 for purposes of determining any performance bonus:

Appropriate emergency room utilization

Frequency of Ongoing Prenatal Care*

Well Child Visits*

Blood lead screening*

Behavioral health and physical health coordination.

Contractor shall submit information to the Office, in the format and detail specified by the Office, with respect to each of these priority areas. It is the Office's expectation that the Contractor's 2008 HEDIS report (where 2007 is the measurement year) will include the information with respect to items (a) through (c) above. The Office will identify to Contractor the reporting requirements as respects items (d) and (e) above as part of its normal process for communicating quality improvement program initiatives and reporting requirements.

4. Performance Measures. The performance measures for calendar year 2007 and the amount of the bonus allocable to each measure are set out below:

PERFORMANCE MEASURE		ALLOCABLE BONUS

a.	Frequency of Ongoing Prenatal Care (>=81%)	one-third
b.	Well Child Visits (3-6 yrs)	one-third
c.	Blood lead screening	one-third

The performance measures applicable during subsequent years of the Contract will be established annually by the Office and reflected in an amendment to the Contract.

5. Performance Targets. The performance targets for calendar year 2007 are the following:

Frequency of Ongoing Prenatal Care (>=81%):

If Contractor's 2007 measurement year rate is at or above the base line of 50th percentile and below the 75^th percentile of NCQA Medicaid (2006), twenty percent (20%) of allocable bonus.

If Contractor's 2007 measurement year rate is at or above the 75^th percentile of NCQA Medicaid (2006) and below the 90^th percentile of NCQA Medicaid (2006), seventy percent (70%) of allocable bonus.

If Contractor's 2007 measurement year rate is at or above the 90^th percentile of NCQA Medicaid (2006), one hundred percent (100%) of allocable bonus.

Well Child Visits (3-6 yrs):

If Contractor's 2007 measurement year rate is at or above the base line of 50^th percentile and below the 75^th percentile of NCQA Medicaid (2006), twenty percent (20%) of allocable bonus.

If Contractor's 2007 measurement year rate is at or above the 90^th percentile of NCQA Medicaid (2006), one hundred percent (100%) of allocable bonus.

Blood Lead Screening:

If Contractor's 2007 measurement year rate is at or above 30% and below 35%, eighty-five percent (85%) of allocable bonus.

If Contractor's 2007 measurement year rate is at or above 35%, one hundred percent (100%) of allocable bonus.

The performance targets and bonus opportunities applicable during subsequent years of the Contract will be established annually by the Office and reflected in an amendment to the Contract.

6. Timing of Bonus Payment. The Office will distribute a report identifying Contractor's performance during calendar year 2007 and the amount of bonus earned as respects each performance measure for such year by October 1, 2008. Payment will be distributed to Contractor, subject to Section 7 below, by October 31, 2008.

7. Conditions to Bonus Payment. The Office will not have any obligation to distribute bonus payments to Contractor if the Office has made a determination that Contractor is not eligible to participate in the pay for performance program, as described in Section 1 above. In addition to the foregoing and not by limitation, the Office will not have any obligation to distribute bonus payments to Contractor unless Contractor has furnished to the Office an acceptable plan for distributing fifty percent (50%) of the bonus to the Contractor's health care providers and Contractor's Hoosier Healthwise members. The plan for distribution of the bonus must specifically include a performance-based incentive system for high volume PMPs. As used herein, high volume PMPs are the top ten percent (10%) of the Contractor's PMPs based on member enrollment. All plans for distributing payment to providers and members must be consistent with state and federal law and approved by the Office prior to payment being made hereunder.

8. Disposition of Undistributed Bonus Funds. In the event the maximum amount of the bonus available to all managed care plan contractors is not earned and distributed based on the performance of Contractor and/or other managed care plan contractors, the Office will retain the difference (hereinafter referred to as the "undistributed bonus funds"). The Office will provide quality service award payments to Contractor and other managed care plan contractors from the undistributed bonus funds subject to the conditions set forth in Section 7 above. Any such quality service award payments will be based on performance in other areas, including without limitation, those priority areas described in Section 3 above for which performance targets were not established (e.g., appropriate emergency room utilization; behavioral health and physical health coordination); number of provider and member complaints handled; overall HEDIS scores; PMP access; timeliness of claim payment; and clinical initiatives. In addition to the foregoing and not by limitation, the Office may distribute a portion of the undistributed bonus funds to Contractor and other managed care plan contractors, subject to the conditions set forth in Section 7 above, to fund all or a portion of quality improvement initiatives deemed meritorious by the Office. Contractor acknowledges that it does not have any right to quality service award payments or funds for quality improvement initiatives, and that the Office has full discretion to determine whether and the extent to which any such distributions will be made.

9. Non-financial Incentives. In addition to the potential to earn bonuses based on performance in the identified areas, the Office may establish other means to incent performance improvement. The Office intends to distribute information on key performance indicators to participating managed care plan contractors on a regular basis, identifying Contractor's performance, and comparing that performance to other participating managed care plan contractors, and standards set by the Office and/or external benchmarks. The Office will recognize contractors that attain superior performance and/or improvement by publicizing their achievements. For example, The Office may post information concerning exceptional performance on its website, where it will be available to both stakeholders and members of the public. The Office may also revise its auto-assignment methodology during the Contract period for new members who do not select a participating managed care plan contractor. The new assignment methodology would reward those contractors that demonstrate superior performance and/or improvement on one or more performance measures.

Contract Compliance

1. Scope. The ability of the Office to assess liquidated damages, as set forth in this Attachment, is in addition to any other remedies set forth in the Contract and the Scope of Work. In the event of any inconsistency between the terms of this Attachment and the Contract and/or Scope of Work, the terms of this Attachment shall control.

2. Performance and Reporting Requirements. The Contract and Scope of Work specify the performance requirements of the Contractor. The MCO Reporting Manual details the required formats, templates and submission instructions for the reports required to be submitted pursuant to this Contract. The Office may change the frequency of required reports, or may require additional reports, at the Office's discretion.

3. Liquidated Damages. In the event that the Contractor fails to meet performance requirements or reporting standards set forth in this Contract or the MCO Reporting Manual, it is agreed that damages shall be sustained by the State, and the Contractor shall pay to the Office the liquidated damages as set forth in this Attachment. It is further agreed that in the failure to meet specified performance or reporting requirements subject to liquidated damages, it is and will be extremely impractical and extremely difficult to ascertain and determine the actual damages which the State will sustain in the event of, and by reason of, such failure; and it is therefore agreed that the Contractor will pay the Office for such failures as set forth below. No punitive intention is inherent in the following liquidated damages provisions.

4. Priority Performance and Reporting Requirements. The Office has assigned high priority to the following reports (collectively referred to herein as "Priority Reports"):

No	Title
A.	Systems and Claims Reports
1.	Claims Processing Summary
2.	Adjudicated Claims Inventory Summary
3.	Claims Denial Reasons
4.	Shadow Claims/Encounter Data

B.	Member Services Reports
1.	Member Helpline Performance
2.	Member Grievances and Appeals
3.	Consumer Assessment of Healthcare Providers and Systems (CAHPS^®) Summary

C.	Network Development and Access Reports
1.	Network Geographic Access Assessment
2.	Provider Directory
3.	24-Hour Availability Audit

D.	Provider Services Reports
1.	Provider Claims Disputes
2.	Provider Helpline Performance

E.	Quality Management and Improvement Reports
1.	Quality Management and Improvement Work Plan
2.	HEDIS^® Data Submission Tool Report

F.	Utilization Reports

G.	Financial Reports
1.	Indiana Department of Insurance (IDOI) Filing

H.	Pharmacy Reports

5. Non-compliance with Reporting Requirements. If Contractor fails to submit any Priority Report in a timely, complete and accurate manner as required under the Contract or MCO Reporting Manual, Contractor will pay liquidated damages of five thousand dollars ($5,000.00) for each Priority Report that is not submitted in a timely, complete and accurate manner. If Contractor fails to submit any other required report (other than a Priority Report) in a timely, complete and accurate manner, Contractor will pay liquidated damages as set forth in the Scope of Work.

6. Non-compliance with Performance Requirements.

a. Network Access. If the Office determines that the Contractor has not met the network access standards established in Scope of Work, the Office shall impose sanctions on the Contractor and require submission of a Corrective Action Plan to the Office within ten (10) business days following imposition of sanctions. Determination of failure to meet network access standards shall be made following a review of the Contractor's Network Geographic Access Assessment Report. Upon the effective date of this Contract, the above-referenced report shall be submitted on a monthly basis until such time as the Office directs Contractor to submit the above-referenced report on a quarterly basis. Contractor will pay liquidated damages as follows: (i) five thousand dollars ($5,000.00) for each reporting period (month or quarter, as the case may be) that the Contractor fails to meet the Network Access Standards for Primary Medical Practitioners (PMPs), and (ii) five thousand dollars ($5,000.00) for each reporting period (month or quarter, as the case may be) that the Contractor fails to meet the network access standards for Behavioral Health Providers. Further, should Contractor be liable for liquidated damages for two consecutive reporting periods as a result of failure to meet network access standards, the Office shall immediately suspend auto-enrollment of Hoosier Healthwise members with the Contractor, until such time as Contractor successfully demonstrates compliance with the network access standards.

b. Marketing Violations. If the Office determines that Contractor has violated the requirements of Contractor's obligations with respect to marketing and marketing materials as set forth in Section 3.2 of the Scope of Work and 42 CFR 438.104, Contractor will pay liquidated damages of one thousand dollars ($1,000.00) for each instance that such determination of a violation is made. For illustration purposes only, a violation will be determined to exist if Contractor distributed, directly, or indirectly through any agent or independent contractor, marketing materials that have not been approved by the Office or that contain inaccurate, false or misleading information.

c. Claims Payment. If Contractor fails to pay or deny at least ninety-eight percent (98%) of electronically filed clean claims in a given month within 21 calendar days of receipt, and/or at least of ninety-eight percent (98%) clean paper claims in a given month within thirty (30) calendar days of receipt, the Office shall deem this to be an instance of unsatisfactory claims performance and Contractor will pay liquidated damages of five thousand dollars ($5,000.00) for each month that such determination is made. Should Contractor be liable for liquidated damages under this provision for two consecutive months for unsatisfactory claims performance, the Office shall immediately suspend auto-enrollment of Hoosier Healthwise members with the Contractor, until such time as Contractor successfully demonstrates that all past due clean claims have been paid.

d. Complaints. As used herein, the term "Office Investigated Complaint" refers to a written member or provider complaint to the Office (or to another State agency or official and which is directed to the Office) where (i) Office staff are assigned to investigate and address the issues raised by the complaint, and (ii) the Office concludes that the complaint is valid even if the disposition of the complaint is not resolved in favor of the complaining party. If Contractor is subject to more than three (3) Office Investigated Complaints in any one month, Contractor will pay liquidated damages of one thousand dollars ($1,000.00) for each such Office Investigated Complaint above three (3) per month. For illustration purposes only, if Contractor is the subject of two Office Investigated Complaints initiated by providers and two Office Investigated Complaints initiated by members in a particular month, Contractor will pay one thousand dollars ($1,000.00) as liquidated damages for that month.

e. Other Non-Performance. If Contractor fails to meet the other performance standards set forth in the Contract or Scope of Work, Contractor will pay liquidated damages as set forth in the Scope of Work.

EXHIBIT 1

Coordinated Care

MHS Vendor List

(Response to Section 1, Question 1 and Section 5, Question 2)

(Note that none of these vendors will bear 5% or more of the risk of Hoosier Healthwise revenues. However, they are important subcontractors for MHS)

LCP Tranportation Company(MBE)

4308 Guion Road, Suite D

Indianapolis, IN 46254

Approximate Spend: $4,320,000

Scope of Work: Transportation services

HR Solutions(MBE)

16650 Lakeville Crossing

Westfield, IN 46074

Approximate Spend: 36,000

.07%

Scope of Work: Executive Searches, Temporary contract employees

Engaging Solutions(WBE)

3145 N. Meridian Suite 240

Indianapolis, IN 46208

Approximate Spend: $800,000

1.5%

Scope of Work: Member Retention, Behavioral health integration and program integrity

Briljent(WBE)

7615 W. Jefferson Blvd.

Fort Wayne, IN 46804

Approximate Spend: $50,000

.09%

Scope of Work: Staff augmentation, assisting providers with certification

Bright Ideas in Broad Ripple, Inc(WBE)

7425 Westfield Blvd.

Indianapolis, IN 46260

.09%

Approximate Spend: $50,000

Scope of Work: promotional merchandise

Universal Behaviroal Services(MBE)

3590 N. Meridian

Indianapolis, IN 46208

Approximate Spend: $7,000

.01%

.Scope of Work: Comprehensive assessments, diagnosis, treatment of major psychiatric illnesses for persons with chronic and persistent mental illness or acute episodes