Exhibit A, Dental Contract Terms and Conditions.pdf

RFP No. HHS0017108 Exhibit A

Exhibit A – Dental Contract Terms and Conditions

TABLE OF CONTENTS

Article 1: Introduction Section 1.01 Purpose Section 1.02 Risk-based Contract Section 1.03 Inducements Section 1.04 Construction of the Contract Section 1.05 No Implied Authority Section 1.06 Legal Authority Section 1.07 Loss of Program Authority Article 2: Definitions Article 3. General Contract Terms and Conditions Section 3.01 Contract Elements Section 3.02 Term of the Contract Section 3.03 Funding Section 3.04 Delegation of Authority Section 3.05 No Waiver of Sovereign Immunity Section 3.06 Force Majeure Section 3.07 Publicity Section 3.08 Assignment Section 3.09 Cooperation with Other Vendors and Prospective Vendors Section 3.10 Renegotiation and Reprocurement Rights Section 3.11 RFP Errors and Omissions Section 3.12 Attorneys’ Fees Section 3.13 Preferences Under Service Contracts Section 3.14 Time of the Essence Section 3.15 Notice Article 4. Contract Administration and Management Section 4.01 Qualifications, Retention and Replacement of Dental Contractor Employees Section 4.02 Dental Contractor’s Key Personnel Section 4.03 Executive Director Section 4.04 Dental Director Section 4.05 Responsibility for Dental Contractor Personnel and Subcontractors Section 4.06 Cooperation with HHSC and State Administrative Agencies Section 4.07 Conduct of Dental Contractor Personnel and Subcontractors

Section 4.08 Subcontractors and Agreements with Third Parties Section 4.09 HHSC’s Ability to Contract with Subcontractors Section 4.10 This Section Intentionally Left Blank Section 4.11 Prohibition Against Performance Outside the United States Section 4.12 Employment Verification (E-Verify Program) Article 5. Service Levels and Performance Measurement Section 5.01 Performance Measurement Article 6. Governing Law and Regulations Section 6.01 Governing Law and Venue Section 6.02 Dental Contractor Responsibility for Compliance with Laws and Regulations Section 6.03 This Section Intentionally Left Blank Section 6.04 This Section Intentionally Left Blank Section 6.05 Compliance with State and Federal Anti-discrimination Laws Section 6.06 Environmental Protection Laws Section 6.07 HIPAA Section 6.08 Privacy, Security and Breach Notification Laws Section 6.09 VetHUB Participation Requirements Section 6.10 Compliance with Fraud, Waste, and Abuse Requirements Article 7. Amendments and Modifications Section 7.01 Mutual Contract Section 7.02 Changes in Law or Contract Section 7.03 Modifications as a Remedy Section 7.04 Modification Process Section 7.05 Modification of HHSC Uniform Managed Care Manual Section 7.06 Required Compliance with Amendment and Modification Procedures Article 8. Audit and Financial Compliance and Litigation Hold Section 8.01 Record Retention and Audit Section 8.02 Access to Records, Books, and Documents Section 8.03 Audits of Services, Deliverables and Inspections Section 8.04 SAO Audit Section 8.05 Response and Compliance with Findings Section 8.06 Notification of Legal and Other Proceedings, and Related Events Article 9. Disclosure, Confidentiality, Privacy, and Security of Information Section 9.01 Confidentiality Section 9.02 Disclosure of HHSC’s Confidential Information

Section 9.03 Member Records Section 9.04 Requests for Public Information Section 9.05 Privileged Work Product Section 9.06 Unauthorized Acts Section 9.07 Legal Action Section 9.08 Dental Contractor’s Incident and Breach Notice, Reporting and Mitigation Section 9.08.1 Notification to HHSC Section 9.08.2 Dental Contractor Investigation, Response and Mitigation Section 9.08.3 Breach Notification to Individuals and Reporting to Authorities Section 9.09 Information Security and Privacy Requirements Article 10. Remedies and Disputes Section 10.01 Understanding and Expectations Section 10.02 Tailored Remedies Section 10.03 Termination by HHSC Section 10.04 Termination by Dental Contractor Section 10.05 Termination by Mutual Agreement Section 10.06 Effective Date of Termination Section 10.07 Extension of Termination Effective Date Section 10.08 Payment and Other Provisions at Contract Termination Section 10.09 Modification of Contract in the Event of Remedies Section 10.10 Turnover Assistance Section 10.11 Rights upon Termination or Expiration of Contract Section 10.12 Dental Contractor Responsibility for Associated Costs Section 10.13 Dispute Resolution Section 10.14 Liability of Dental Contractor Article 11. Assurances and Certifications Section 11.01 Proposal Certifications Section 11.02 Conflicts of Interest Section 11.03 Organizational Conflicts of Interest Section 11.04 HHSC Personnel Recruitment Prohibition Section 11.05 Anti-kickback Provision Section 11.06 Debt or Back Taxes Owed to State of Texas Section 11.07 Outstanding Debts and Judgments Article 12. Representations and Warranties Section 12.01 Authorization

Section 12.02 Ability to Perform Section 12.03 Minimum Net Worth Section 12.04 Insurer Solvency Section 12.05 Workmanship and Performance Section 12.06 Warranty of Deliverables Section 12.07 Compliance with Contract Section 12.08 Technology Access Section 12.09 Electronic & Information Resources Accessibility Standards Article 13. Intellectual Property Section 13.01 Infringement and Misappropriation Section 13.02 Exceptions Section 13.03 Ownership and Licenses Article 14. Liability Section 14.01 Property Damage Section 14.02 Risk of Loss Section 14.03 Limitation of HHSC’s Liability Article 15. Insurance and Bonding Section 15.01 Insurance Coverage Section 15.02 Performance Bond Section 15.03 TDI Fidelity Bond

Article 1: Introduction Section 1.01 Purpose.

The purpose of this Contract is to set forth the terms and conditions for the Dental Contractor’s participation in the statewide Dental Program. Under the terms of this Contract, the Dental Contractor will provide comprehensive Medically Necessary Covered Dental Services to eligible Medicaid and CHIP Members through a Network of licensed dentists contracted with the Dental Contractor.

Section 1.02 Risk-based Contract.

This is a risk-based contract.

Section 1.03 Inducements.

In making the award of this Contract, HHSC relied on Dental Contractor’s assurances of the following:

(a) Dental Contractor is experienced in arranging the delivery of Medically Necessary Covered

Dental Services, and:

(1) Is currently licensed as such in the State of Texas and is fully authorized to conduct business in the Service Area; or

(2) Will be fully authorized by TDI to conduct business in the Service Area no later than

120 days after the Contract’s Effective Date;

(b) Dental Contractor and its Material Subcontractors have the skills, qualifications, expertise, financial resources, and experience necessary to provide the Services and Deliverables described in this Contract in an efficient, cost-effective manner, with a high degree of quality and responsiveness, and has performed similar services for other public or private entities;

(c) Dental Contractor has thoroughly reviewed, analyzed, and understood the RFP, has timely raised all questions or objections to the RFP, and has had the opportunity to review and fully understand HHSC’s current Dental Program and operating environment for the activities that are the subject of this Contract and the needs and requirements of HHSC during the Contract term;

(d) Dental Contractor has had the opportunity to review and understand HHSC’s stated objectives in entering into this Contract and, based on such review and understanding, Dental Contractor currently has the capability to perform in accordance with the terms and conditions of this Contract;

(e) Dental Contractor also has reviewed and understands the risks associated with the Dental Program as described in the RFP, including the risk of non-appropriation of funds.

(i) Accordingly, on the basis of the terms and conditions of this Contract, HHSC desires to engage Dental Contractor to perform the Services and provide the Deliverables described in this Contract under the terms and conditions set forth in this Contract.

Section 1.04 Construction of the Contract.

(a) Scope of Introductory Article.

The provisions of any introductory article to the Contract are intended to be a general introduction and are not intended to expand the scope of the Parties’ obligations under the Contract or to alter the plain meaning of the terms and conditions of the Contract.

(b) References to the “State.”

References in the Contract to the “State” mean the State of Texas unless otherwise specifically indicated and must be interpreted, as appropriate, to mean or include HHSC and other agencies of the State of Texas that may participate in the administration of the Dental Program, provided, however, that no provision will be interpreted to include any entity other than HHSC as the contracting agency.

(c) Severability.

If any provision of this Contract is construed to be illegal or invalid, such interpretation will not affect the legality or validity of any of its other provisions. The illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated in this Contract, but all other provisions will remain in full force and effect.

(d) Survival of terms.

Termination or expiration of this Contract for any reason will not release either Party from any liabilities or obligations set forth in this Contract that:

(1) The Parties have expressly agreed will survive any such termination or expiration; or

(2) Arose prior to the effective date of termination and remain to be performed, or by their nature would be intended to be applicable following any such termination or expiration.

(e) Headings.

The article, section, and paragraph headings in this Contract are for reference and convenience only and may not be considered in the interpretation of this Contract.

(f) Global drafting conventions.

(1) The terms “include,” “includes,” and “including” are terms of inclusion, and where used in this Contract, are deemed to be followed by the words “without limitation.”

(2) Any references to “sections,” “appendices,” “exhibits” or “attachments” are deemed to be references to sections, appendices, exhibits, or attachments to this Contract.

(3) Any references to laws, rules, regulations, and manuals in this Contract are deemed references to these documents as amended, modified, or supplemented from time to time during the term of this Contract.

Section 1.05 No Implied Authority.

The authority delegated to Dental Contractor by HHSC is limited to the terms of this

Contract. HHSC is the state agency designated by the Texas Legislature to administer Medicaid and CHIP, and no other agency of the State grants Dental Contractor any authority related to these programs unless directed through HHSC. Dental Contractor may not rely upon implied authority, and specifically is not delegated authority under this Contract to:

(a) Make public policy;

(b) Promulgate, amend, or disregard administrative regulations or program policy decisions made by State and federal agencies responsible for administration of HHSC Programs; or

(c) Unilaterally communicate or negotiate with any federal or State agency or the Texas

Legislature on behalf of HHSC regarding the HHSC Programs.

(ii) Dental Contractor is required to cooperate to the fullest extent possible to assist HHSC in communications and negotiations with state and federal governments and agencies concerning matters relating to the scope of the Contract and the Dental Program, as directed by HHSC.

Section 1.06 Legal Authority.

(a) HHSC is authorized to enter into this Contract under Tex. Health & Safety Code Chapters 62 and 63 and Tex. Hum. Res. Code Chapter 32. Under Tex. Gov’t Code Chapters 532 and 540, HHSC has authority to contract with Dental Contractor to carry out the duties and functions of the Medicaid managed care program relating to dental services as described by Title XIX of the Social Security Act and CHIP managed care program as described by Title XXI of the Social Security Act. Dental Contractor is authorized to enter into this Contract pursuant to the authorization of its governing board or controlling owner or officer.

(b) The person or persons signing and executing this Contract on behalf of the Parties, or representing themselves as signing and executing this Contract on behalf of the Parties, warrant and guarantee that he, she, or they have been duly authorized to execute this Contract and to validly and legally bind the Parties to all of its terms, performances, and provisions.

Section 1.07 Loss of Program Authority.

Should any part of the Statement of Work under this Contract relate to a state program that is no longer authorized by law (e.g., which has been vacated by a court of law, or for which CMS has withdrawn federal authority, or which is the subject of a legislative repeal), the Dental Contractor must do no work on that part after the effective date of the loss of program authority.

HHSC must adjust capitation rates, or non-risk payments as applicable, to remove costs that are specific to any program or activity that is no longer authorized by law. If the Dental Contractor works on a program or activity no longer authorized by law after the date the legal authority for the work ends, the Dental Contractor will not be paid for that work. If HHSC paid the Dental Contractor in advance to work on a no-longer-authorized program or activity and under the terms of this Contract the work was to be performed after the date the legal authority ended, the payment for that work should be returned to HHSC. However, if the Dental Contractor worked on a program or activity prior to the date legal authority ended for that program or activity, and HHSC included the cost of performing that work in its payments to the Dental Contractor, the Dental Contractor may keep the payment for that work even if the payment was made after the date the program or activity lost legal authority.

Article 2: Definitions

(iii) As used in this Contract, the following terms and conditions have the meanings assigned below:

Abuse means provider practices that are inconsistent with sound fiscal, business, medical, or dental practices and result in an unnecessary cost to the Dental Program, or in reimbursement for services that fail to meet professionally recognized standards for dental care. It also includes member practices that result in unnecessary cost to the Dental Program.

Accessibility Standards means the Electronic and Information Resources Accessibility Standards and the Web Site Accessibility Standards/Specifications.

Account Name means the name of the individual who lives with the child(ren) and who applies for the CHIP coverage on behalf of the child(ren).

Adjudicate means to deny or pay a Clean Claim.

Administrative Services means the performance of services or functions, other than the direct delivery of Covered Services, necessary for the management of the delivery of and payment for Covered Services, including Network, utilization, clinical or quality management, service authorization, claims processing, management information systems operation and reporting. This term also includes the infrastructure development for, preparation of, and delivery of, all required Deliverables under the Contract, outside of the Covered Services.

Adverse Benefit Determination means:

(a) the denial or limited authorization of a Member or Provider requested Services, including the type or level of service, requirements for medical necessity, appropriateness, setting, or effectiveness of a covered benefit;

(b) the reduction, suspension, or termination of a previously authorized service;

(c) the denial in whole or in part of payment for service;

(d) the failure to provide services in a timely manner as determined by the State;

(e) the failure of a Dental Contractor to act within the timeframes set forth in the Contract and 42

C.F.R. § 438.408(b);

(f) for a resident of a rural area with only one Dental Contractor, the denial of a Medicaid

Members’ request to obtain services outside of the Network; or

(g) the denial of a Member’s request to dispute a financial liability, including cost sharing, copayments, premiums, deductibles, coinsurance, and other member financial liabilities.

Affiliate means any individual or entity that meets any of the following criteria:

(a) Owns or holds more than a five percent interest in the Dental Contractor, either directly, or through one or more intermediaries;

(b) In which the Dental Contractor owns or holds more than a five percent interest either directly, or through one or more intermediaries;

(c) Any parent entity or subsidiary entity of the Dental Contractor, regardless of the organizational structure of the entity;

(d) Any entity that has a common parent with the Dental Contractor, either directly, or through one or more intermediaries;

(e) Any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Dental Contractor; or,

(f) Any entity that would be considered to be an affiliate by any Securities and Exchange Commission or Internal Revenue Service regulation, Federal Acquisition Regulations, or by another applicable regulatory body.

Agency Sensitive Information means information that is not subject to specific legal, regulatory or other external requirements, but is considered HHS sensitive and is not readily available to the public. "Agency Sensitive Information" could be subject to disclosure under the Texas Public Information Act, but disclosure should be controlled due to sensitivity.

Allowable Expenses means all expenses related to the Contract between HHSC and the Dental Contractor that are incurred during the Contract Term, are not reimbursable or recovered from another source, and that conform with the Chapter 6.1 of Exhibit B.

Alternative Payment Model (APM) means a payment model that links a portion of the full healthcare payment to a measure or measures of quality, access, and/or efficiency (outcomes + patient experience / cost = value), or other behavior that is determined to advance quality, outcomes or efficiency. While all Value-Based Purchasing models are Alternative Payment Models, not all Alternative Payment Models are Value-Based Purchasing models.

Auxiliary Aids and Services means an accommodation that ensures that no individual with a disability is excluded, denied services, segregated, or otherwise treated differently than other individuals that do not need such accommodations and includes:

(a) Qualified interpreters or other effective methods of making aurally delivered materials understood by persons with hearing impairments;

(b) Taped texts, large print, Braille, or other effective methods to ensure visually delivered materials are available to individuals with visual impairments; and

(c) Other effective methods to ensure that materials, delivered both aurally and visually, are available to those with cognitive or other Disabilities affecting communication.

Authorized Representative means any person or entity acting on behalf of the Member and with the Member’s written consent in the Complaint and appeals process.

Batch Processing is a technique that allows providers to send billing information all at once in a “batch” rather than in separate individual transactions.

Benchmark means a target or standard based on historical data, or an objective, or goal.

Breach means the unauthorized acquisition, access, use, or disclosure of protected health information in a manner as described in 45 C.F.R. § 164.402.

Business Continuity Plan (BCP) means a day-to- day plan that provides for a quick and smooth restoration of MIS operations after a disruptive event, and includes business impact analysis, BCP development, testing, awareness, training, and maintenance.

Business Day means any day other than a Saturday, Sunday, or a State or federal holiday on which HHSC’s offices are closed.

CAHPS means the Consumer Assessment of Healthcare Providers and Systems. This survey is conducted annually by the EQRO.

Capitation Payment means the aggregate amount paid by HHSC to the Dental Contractor on a monthly basis for the provision of Covered Services to enrolled Dental Members, including associated Administrative Services in accordance with the Capitation Rates in the Contract.

Case-by-case Services means additional services for coverage beyond those specified in in the Contract; however, services required by EPSDT are not considered Case-by-case Services.

Case Head means the head of the household that is applying for Medicaid.

C.F.R. means the Code of Federal Regulations.

Children’s Health Insurance Program (CHIP) means the health insurance program authorized and funded pursuant to Title XXI, Social Security Act (42 U.S.C. §§ 1397aa-1397jj) and administered by HHSC.

CHIP Program means the State of Texas program in which HHSC contracts with Dental Contractors to provide, arrange for, and coordinate Medically Necessary Covered Dental Services for enrolled CHIP members.

Claims Administrator means a HHSC-contracted entity, often referred to as the Texas Medicaid and Healthcare Partnership (TMHP), performing provider enrollment, and claims, and Encounter processing for the Dental Program.

Clean Claim means a claim submitted by a dental provider for dental services rendered to a Dental Member, with documentation reasonably necessary for the Dental Contractor to adjudicate and accurately report the claim. A Clean Claim must meet all requirements for accurate and complete data as defined in the appropriate 837- (claim type) encounter guides as follows:

(a) 837 Dental Implementation Guide; and

(b) 837 Dental Companion Guide;

CMS means the Centers for Medicare and Medicaid Services, which is the federal agency responsible for administering Medicare and overseeing state administration of Medicaid and

CHIP.

Competent Interpreter means a person who is proficient in both English and the other language being used and has had orientation or training in the ethics of interpreting, including accuracy and impartiality in interpretation.

Complainant means a Dental Member or a treating Dental Provider or other individual designated to act on behalf of the Dental Member who filed the Complaint.

Complaint means an expression of dissatisfaction expressed by a Complainant, orally or in writing to the Dental Contractor, about any matter related to the Dental Contractor other than an Adverse Benefit Determination. Complaint has the same meaning as grievance, as provided by 42 C.F.R. § 438.400(b). Possible subjects for Complaints include the quality of care or services provided, and aspects of interpersonal relationships such as rudeness of a provider or employee, or failure to respect the Member’s rights, regardless of whether remedial action is requested.

Complaint includes the Member’s right to dispute an extension of time (if authorized by law) proposed by the Dental Contractor to make an authorization decision. There is no exception for an Initial Contact Complaint.

A Complainant’s oral or written dissatisfaction with an Adverse Benefit Determination is considered a request for a Dental Contractor Internal Appeal.

Comprehensive Care Program see Texas Health Steps.

Confidential Information means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to Dental Contractor or that Dental Contractor may create, receive, maintain, use, disclose, or have access to on behalf of HHS that consists of or includes any or all of the following:

(a) Education records as defined in the Family Educational Rights and Privacy Act, 20 U.S.C. §

1232g; 34 C.F.R. Part 99;

(b) Federal Tax Information as defined in Internal Revenue Code § 6103 and Internal Revenue

Service Publication 1075;

(c) Personal Identifying Information (PII) as defined in Texas Business and Commerce Code, Chapter 521;

(d) Protected Health Information (PHI) in any form including without limitation, Electronic

Protected Health Information or Unsecured Protected Health Information as defined in 45 C.F.R. § 160.103;

(e) Sensitive Personal Information (SPI) as defined in Texas Business and Commerce Code, Chapter 521;

(f) Social Security Administration Data, including without limitation Medicaid information, means disclosures of information made by the Social Security Administration or CMS from a federal system of records for administration of federally funded benefit programs under the Social Security Act, 42 U.S.C., Chapter 7;

(g) All privileged work product;

(h) All information designated as confidential under the constitution and laws of the State of

Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552.

Consolidated FSR Reporting or Consolidated Basis means FSR reporting results for the Dental Program and any other managed care or capitated contract with HHSC operated by the Dental Contractor or its Affiliates, including those under separate contracts between the Dental Contractor or its Affiliates and HHSC. Consolidated FSR Reporting does not include revenues or expenses from any of the Dental Contractor’s or its Affiliates’ business activities or operations outside of their contracts with HHSC.

Consumer Assessment of Healthcare Providers and Systems means the survey conducted annually by the EQRO.

Continuity of Care means care provided to a Member by the same Main Dentist or specialty Provider to ensure that the delivery of care to the Member remains stable, and services are consistent and unduplicated.

Contract or Agreement means this formal, written, and legally enforceable contract between the Parties, and all amendments and attachments thereto.

Contract Term means the Initial Contract Period plus any Contract extensions.

Contractor or Dental Contractor means the Dental Contractor that is a party to this Contract.

Copayment (CHIP only) means the amount that a member is required to pay when utilizing certain CHIP Medically Necessary Covered Dental Services.

Corrective Action Plan means the detailed written plan required by HHSC to correct or resolve a deficiency or event causing the assessment of a remedy or damage against Dental Contractor.

Covered Services or Covered Dental Services means dental services the Dental Contractor must arrange to provide to Dental Members, including all services required by the Contract and State and federal law.

Credentialing means the process of collecting, assessing, and validating qualifications and other relevant information pertaining to a dental provider to determine eligibility and to deliver Medically Necessary Covered Dental Services.

Critical Event or Incident means an event or incident that may harm or create the potential for harm to a Member. Critical Events or Incidents include:

1. ANE;

2. The unauthorized use of restraint, seclusion, or restrictive interventions;

3. Serious injuries that require medical intervention or result in hospitalization;

4. Criminal victimization;

5. Unexplained Death;

6. Medication errors; and

7. Other incidents or events that involve harm or risk of harm to a Member.

Cultural Competency means the ability of individuals and systems to provide services effectively to people of various cultures, races, ethnic backgrounds, and religions in a manner that recognizes, values, affirms, and respects the worth of those served people and protects and preserves their dignity.

Custom Software means any software developed by the Dental Contractor: for HHSC; in connection with the Contract; and with funds received from HHSC. The term does not include Dental Contractor Proprietary Software or Third-Party Software.

Date of Disenrollment means the last day of the last month for which the Dental Contractor receives payment for a Dental Member.

Day means a calendar day unless specified otherwise.

Default Enrollment means the processes established by HHSC to assign an enrollee, who has not selected a Dental Contractor or Main Dentist, to a Dental Contractor or Main Dentist. See 1 Tex. Admin. Code § 353.403 for Medicaid default enrollment processes, and 1 Tex. Admin.

Code § 370.303 for CHIP default enrollment processes.

Deliverable means a written or recorded work product or data prepared, developed, or procured by Dental Contractor as part of the Services under the Contract for the use or benefit of HHSC or the State.

Dental Administrative Services means the performance of services or functions other than the direct delivery of Medically Necessary Covered Dental Services necessary for the management of the delivery of and payment for Medically Necessary Covered Dental Services, including Network, quality management, service authorization, claims processing, and MIS operation and reporting. This term also includes the infrastructure development for, preparation of, and delivery of, all required Deliverables under the Contract, outside of the Medically Necessary Covered Dental Services.

Dental Contractor or Contractor means the Dental Contractor that is a party to this Contract.

Dental Contractor Internal Appeal For Medicaid: means the formal process by which a Member or his or her representative requests a review of the Dental Contractor’s Adverse Benefit Determination by the Dental Contractor.

For CHIP: means the formal process by which the Dental Contractor or a Utilization Review agent addresses the Dental Contractor’s Adverse Benefit Determination.

Dental Contractor Internal Appeal and Complaint System means the process the Dental Contractor implements to handle Dental Contractor Internal Appeals of a Complaint or Adverse Benefit Determination, as well as the process to collect and track information about the Dental Contractor Internal Appeals of a Complaint or Adverse Benefit Determination.

Dental Contractor Proprietary Software means:

(a) software: developed by the Dental Contractor prior to the Effective Date of the Contract, or

(b) software developed by the Dental Contractor after the Effective Date of the Contract that is not developed: for HHSC; in connection with the Contract; and with funds received from

HHSC.

Dental Health-related Materials are materials developed by the Dental Contractor or obtained from a third party relating to the prevention, diagnosis or treatment of a dental condition.

Dental Program means the State of Texas’ managed care program in which HHSC contracts with a Dental Contractor to provide, arrange for, and coordinate Medically Necessary Covered Dental Services and benefit limitations for Texas Children’s Medicaid Dental Services and CHIP Dental Services.

Dental Reporting Regions means state-wide regions designated by HHSC, which will be used to measure the Network adequacy of each Dental Contractor. These state-wide regions mirror the designated service areas under HHSC’s managed care programs, as included in Attachment M.

Diagnostic means an assessment that may include gathering of information through interview, observation, examination, and use of specific tests that allows a provider to determine existing pathology or disease or lack thereof.

Disability means a physical or mental impairment that substantially limits one or more of an individual’s major life activities, such as caring for oneself, performing manual tasks, walking, seeing, hearing, speaking, breathing, learning, or working.

Disability-related Access means that facilities are readily accessible to and usable by individuals with disabilities, and that Auxiliary Aids and Services are provided to ensure effective communication, in compliance with Title III of the Americans with Disabilities Act.

Disaster Recovery Plan means the document developed by the Dental Contractor that outlines details for the restoration of the MIS in the event of an emergency or disaster.

Discovery/Discovered has the meaning assigned by 45 C.F.R. § 164.410.

DMO means dental maintenance organization.

EDI means electronic data interchange.

Effective Date means the date of complete execution of the contract.

Effective Date of Coverage means the first day of the month for which the Dental Contractor has received payment for a Dental Member.

Electronic and Information Resources means information resources, including information resources technologies, and any equipment or interconnected system of equipment that is used in the creation, conversion, duplication, or delivery of data or information. The term includes, but is not limited to, telephones and other telecommunications products, information kiosks, transaction machines, Internet websites, multimedia resources, and office equipment, including copy machines and fax machines.

Electronic and Information Resources Accessibility Standards means the accessibility standards for electronic and information resources contained in 1 Tex. Admin. Code Chapter 213.

Eligibles means Medicaid or CHIP-eligible individuals residing in the State of Texas.

Emergency Dental Services mean covered inpatient and outpatient services needed to evaluate or stabilize an emergency dental condition furnished by a provider qualified to furnish these services under this title. This is a Non-capitated Service for the Dental Contractor.

Encounter means a Medically Necessary Covered Dental Service or group of Medically Necessary Covered Dental Services delivered by a Provider to a Dental Member during a visit between the Dental Member and Provider, including Value-added Services.

Encounter Data means a representation of a claim received and adjudicated by a Dental Contractor without alteration or omission, unless specifically directed by HHSC. The data must include information on receipt of items or services including billing and rendering provider.

Enrollment Report/File means the daily or monthly list of Eligibles that are enrolled with the Dental Contractor as Members on the day or for the month the report is issued.

EPSDT means the federally mandated Early and Periodic Screening, Diagnosis and Treatment program contained at 42 U.S.C. § 1396d(r). HHSC refers to EPSDT as Texas Health Steps.

Expedited Dental Contractor Internal Appeal means an appeal to the Dental Contractor in which the decision is required quickly based on the Dental Member's health status, and the amount of time necessary to participate in a standard Appeal could jeopardize the Member's life, or health, or ability to attain, maintain, or regain maximum function.

Experience Rebate means the portion of the Dental Contractor’s Net Income Before Taxes that are returned to the State in accordance with the SOW.

External Medical Review (EMR) - is an independent review of the relevant information the Dental Contractor used related to an Adverse Benefit Determination based on functional necessity or medical necessity. EMRs are conducted by third party organizations, known as Independent Review Organizations (IROs), contracted by HHSC.

External Quality Review Organization (EQRO) means the entity that contracts with HHSC to provide external review of access to and quality of dental care provided to Dental Members.

Expiration Date means the expiration date of this Contract, as specified in the HHSC Dental Program Contract.

Farmworker Child(ren) (FWC) means a child or children birth through age 17 of a Migrant Farmworker.

Federal Poverty Level (FPL) means the Federal Poverty Level updated periodically in the Federal Register by the Secretary of Health and Human Services under the authority of 42 U.S.C.

§ 9902(2) and as in effect for the applicable budget period used to determine an individual’s eligibility in accordance with 42 C.F.R. § 435.603(h).

Fee-for-Service (FFS) means the traditional Medicaid Health Care Services payment system under which providers receive a payment for each unit of service, after the service is provided, according to rules adopted pursuant to Chapter 32 Texas Human Resources Code.

Financial Statistical Report (FSR) means a report designed by HHSC and submitted to HHSC by the Dental Contractor in accordance with Contract requirements. The FSR is a form of modified income statement, subject to audit, and contains revenue, cost, and other data, as defined by the Contract. Not all incurred expenses may be included in the FSR.

First Dental Home is a group of benefits designed to establish a Dental Home, provide preventive care, identify oral health problems, provide treatment, and parental or guardian oral health anticipatory guidance to eligible Medicaid members 6 months through 35 months of age.

Force Majeure Event means any failure or delay in performance of a duty by a Party under this Contract that is caused by fire, flood, hurricane, tornadoes, earthquake, an act of God, an act of war, riot, civil disorder, or any similar event beyond the reasonable control of such Party and without the fault or negligence of such Party.

FQHC means a Federally Qualified Health Center, certified by CMS to meet the requirements of Section 1861(aa)(3) of the Social Security Act as a federally qualified health center, that is enrolled as a provider in the Texas Medicaid program.

Fraud means an intentional deception or misrepresentation made by a person with the knowledge that the deception could result in some unauthorized benefit to himself or some other person and includes any act that constitutes fraud under applicable federal or state law.

FSR Reporting Period is the period of months that are measured on a given FSR. Generally, the FSR Reporting Period is a twelve-calendar-month period corresponding to the State Fiscal Year, but it can vary by Contract and by year. If an FSR Reporting Period is not defined in the Contract, then it will be deemed to be the twelve months following the end of the prior FSR Reporting Period.

Health and Human Services Commission (HHSC) means the administrative agency within the executive department of Texas state government established under Chapter 521, Texas Government Code or its designee, or authorized agent, including but not limited to, the Texas Health and Human Services agencies.

Healthcare Effectiveness Data and Information Set (HEDIS), is a registered trademark of NCQA and is a set of standardized performance measures.

Health Care Services means the Acute Care, Behavioral Health Services, and health-related services that an enrolled population might reasonably require in order to be maintained in good health. Health Care Services do not include NEMT Services.

HHS Agency means a Texas Health and Human Services agency that HHSC provides administrative support or oversight to under Chapters 521 and 544, Texas Government Code, and their successor agencies.

HHSC Administrative Services Contractor (ASC) means an entity performing administrative services functions, including Member enrollment functions, for the Dental Program under a separate contract with HHSC.

HHSC Enrollment Broker (EB) means a State-contracted entity performing administrative services associated with Dental Member enrollment functions for the Dental Program.

HHS Office of the Inspector General In accordance with Texas Government Code § 544.0103, the HHS Office of Inspector General is responsible for the prevention, detection, audit, inspection, review, and investigation of Fraud, Waste, and Abuse in the provision and delivery of all health and human services in the State, including services through any state-administered health or human services program that is wholly or partly federally funded or services provided by the Department of Family and Protective Services, and the enforcement of State law relating to the provision of those services.

HIPAA means the Health Insurance Portability and Accountability Act of 1996, P.L. 104-191 (August 21, 1996), as amended or modified.

Independent Review Organization (IRO) is a third-party organization contracted by HHSC that conducts an External Medical Review (EMR) during Member appeal processes related to Adverse Benefit Determinations based on functional necessity or medical necessity.

Indian Health Care Provider has the meaning assigned to it in 42 C.F.R. § 438.14. and means a health care program operated by the Indian Health Service (IHS) or by an Indian tribe, tribal organization, or urban Indian organization, otherwise known as an I/T/U as those terms are defined in section 4 of the Indian Health Care Improvement Act, 25 U.S.C. § 1603.

Information Resources means the procedures, equipment, and software that are employed, designed, built, operated, and maintained to collect, record, process, store, retrieve, display, and transmit information, and associated personnel including consultants and contractors as defined in 44 U.S.C. § 3502, latest version of NIST SP 800-53.

Information Technology Conduit Services Provider means an entity that transports information but does not access it other than on a random or infrequent basis as necessary for the performance of the transportation service or as required by law.

Initial Contact Complaint means a Complaint that is resolved within one Business Day.

Initial Contract Period means the Effective Date of the Contract through June 29, 2034.

Inquiry means a request by a consumer, Member or Provider for information about HHS programs or services.

Joint Interface Plan (JIP) means a document used to communicate basic system interface information. This information includes: file structure, data elements, frequency, media, type of file, receiver and sender of the file, and file identification. The JIP must include each of the Dental Contractor’s interfaces required to conduct business under this Contract. The JIP must address the coordination with each of the Dental Contractor’s interface partners to ensure the development and maintenance of the interface and the timely transfer of required data elements between contractors and partners.

Key Personnel means the critical management and technical positions identified by the Dental Contractor in accordance with Article 4.02 below.

Legally Authorized Representative (LAR) means the Dental Member’s representative defined by State or federal law, including Tex. Occ. Code § 151.002(6), Tex. Health & Safety Code § 166.164, and Tex. Estates Code Ch. 752.

Limited English Proficient (LEP) has the meaning assigned to it in 42 C.F.R. § 438.10 and means potential members and Dental Members who do not speak English as their primary language and who have a limited ability to read, write, speak, or understand English.

Linguistic Access means translation and interpreter services for written and spoken language to ensure effective communication, and includes sign language interpretation, and the provision of other Auxiliary Aids and Services to persons with Disabilities.

Main Dental Home or Dental Home means the ongoing relationship between the dentist and the member, inclusive of all aspects of oral health care delivered in a comprehensive continually accessible, coordinated, and family-centered way and includes referrals to dental specialists when appropriate.

Main Dentist or Main Dental Home Provider means a provider who has agreed with a Dental Contractor to provide a Main Dental Home to Dental Members and who is responsible for providing routine preventive, diagnostic, urgent, therapeutic, initial, and primary care to Dental Members, maintaining the continuity of Dental Member care, and initiating referral for care.

Provider types that can serve as Main Dental Home Providers are FQHCs, RHCs, Network IHCPs, and individuals who are general dentists or pediatric dentists.

Major Population Group means any population, which represents at least 10% of the Dental Program population in the Service Area.

Major Systems Change means a change that affects a mission critical component of the system, or a change which requires more than 4 hours planned outage to implement, or other specified timeframe in the Contract.

Management Information System (MIS) means the information systems and subsystems, applications, and automations used to support the delivery of managed care services.

Marketing means any communication from the Dental Contractor to a Medicaid or CHIP Eligible who is not enrolled with the Dental Contractor that can reasonably be interpreted as intended to influence the Eligible to:

(a) Enroll with the Dental Contractor; or

(b) Not enroll in or to disenroll from another Dental Contractor.

Marketing Materials means materials that are produced in any medium by or on behalf of the Dental Contractor and can reasonably be interpreted as intending to market to potential members.

Health-related materials are not Marketing Materials.

Material Subcontract means any contract, Subcontract, or agreement between the Dental Contractor and another entity that meets any of the following criteria:

(a) The other entity is an Affiliate of the Dental Contractor;

(b) The Subcontract is considered by HHSC to be for a key type of service or function, including:

(1) Administrative Services, including third party administrator, Network administration, and claims processing;

(2) Delegated Networks, including behavioral health, dental, pharmacy, and vision;

(3) Management services, including management agreements with parent;

(4) Reinsurance; or

(5) Call lines, including nurse and medical consultation; or

(c) Any other Subcontract that exceeds, or is reasonably expected to exceed, the lesser of

(1) $500,000 per year, or

(2) One percent of the Dental Contractor’s annual revenues under this Contract. Any

Subcontracts between the Dental Contractor and a single entity that are split into separate agreements by time period, Program, or otherwise, will be consolidated for the purpose of this definition.

For the purposes of this Contract, Material Subcontracts do not include contracts with any non-Affiliates for any of the following, regardless of the value of the contract: utilities (e.g., water, electricity, telephone, Internet, trash), mail or shipping, office space, maintenance, security, or computer hardware.

Material Subcontractor means any entity with a Material Subcontract with the Dental Contractor. For the purposes of this Contract, Material Subcontractors do not include Providers in the Dental Contractor’s Provider Network. Material Subcontractors may include Affiliates, subsidiaries, and affiliated and unaffiliated third parties.

Medicaid means the medical assistance entitlement program authorized and funded pursuant to Title XIX, Social Security Act (42 U.S.C. §§ 1396 et seq.) and administered by HHSC.

Medically Necessary has the meaning defined in 1 Tex. Admin. Code. § 353.2 (Medicaid) and 1 Tex. Admin. Code. § 370.4 (CHIP).

Medically Underserved Areas (MUA) means areas or populations designated by the Health Resources and Services Administration as having: too few primary care providers, high infant mortality, high poverty or high elderly population. MUAs may be a whole county or a group of contiguous counties, a group of county or civil divisions, or a group of urban census tracts in which residents have a shortage of personal health services.

Member means a person who has met Medicaid or CHIP dental services eligibility criteria and is enrolled with a Dental Contractor.

Member Advocate means the individual who assists Members in writing Complaints and Dental Contractor Internal Appeals and monitoring the Complaint or Dental Contractor Internal Appeal through the Dental Contractor’s internal Complaint and Dental Contractor Internal Appeals process. Member Advocates also help or refer Members to Covered Services or community resources available to meet Member needs that are not available from the Dental Contractor as Covered Services.

Member Materials means all written materials produced or authorized by the Dental Contractor and distributed to Dental Members or potential members containing information concerning the Dental Program. Member Materials include, but are not limited to, Member ID cards, Member handbooks, Provider directories, and Marketing Materials.

Member Month means one Dental Member enrolled with the Dental Contractor during any given month. The total Member Months for each month of a year comprise the annual Member Months.

Migrant Farmworker means a migratory agricultural worker, generally defined as an individual:

(a) Whose principal employment is in agriculture on a seasonal basis;

(b) Who has been so employed within the last 24 months;

(c) Who performs an activity directly related to the production or processing of crops, dairy products, poultry, or livestock for initial commercial sale or as a principal means of personal subsistence; and

(d) Who establishes, for the purposes of such employment, a temporary abode.

National CLAS Standards means The National Standards for Culturally and Linguistically Appropriate Services in Health and Health Care (the National CLAS Standards). These standards were developed by the U.S. Department of Health and Human Services - Office of Minority Health and are "intended to advance health equity, improve quality, and help eliminate health care disparities by providing a blueprint for individuals and health and health care organizations to implement culturally and linguistically appropriate services." Originally developed in 2000, the CLAS Standards were updated in 2013. For the list of CLAS Standards, see the Think Cultural Health website: https://www.thinkculturalhealth.hhs.gov/clas/standards.

Net Income Before Taxes or Pre-tax Income means an aggregate excess of Revenues over Allowable Expenses.

Network means all Dental Providers that have a Provider Contract with the Dental Contractor, or any Subcontractor, for the delivery of Medically Necessary Covered Dental Services to the Dental Contractor’s members.

Non-capitated Services means benefits of Texas Medicaid or CHIP that are excluded from Medically Necessary Covered Dental Services.

Nonemergency Medical Transportation (NEMT) Services means non-emergency transportation-related services available under the Medicaid state plan.

Nonmedical Transportation (NMT) Services has the meaning assigned by Tex. Gov’t Code § 540A.0001(6).

Non-…