AMENDMENT #4 TO CONTRACT NO. 0654 BETWEEN GEORGIA DEPARTMENT OF COMMUNITY HEALTH AND WELLCARE OF GEORGIA, INC.
Exhibit 10.2
AMENDMENT
#4 TO CONTRACT NO. 0654 BETWEEN
GEORGIA
DEPARTMENT OF COMMUNITY HEALTH AND
WELLCARE
OF GEORGIA, INC.
This Amendment is between the Georgia
Department of Community Health (hereinafter referred to as “DCH” or the
“Department”) and WellCare of Georgia, Inc. (hereinafter referred to as
“Contractor”) and is made effective this 26th day of August, 2008 (hereinafter referred to
as the “Effective Date”). Other than the changes, modifications and
additions specifically articulated in this Amendment #4 to Contract # 0654,
RFP#00000-000-0000000000, the original Contract shall remain in effect and
binding on and against DCH and Contractor. Unless expressly modified
or added in this Amendment #4, the terms and conditions of the original Contract
are expressly incorporated into this Amendment #4 as if completely restated
herein.
WHEREAS, DCH and Contractor
executed a contract for the provision of services to Georgia Healthy Families;
and,
WHEREAS, pursuant to Section 32.0, Amendments in
Writing, DCH and Contractor desire to amend the above-referenced Contract
as set forth below.
NOW THEREFORE, for and in
consideration of the mutual promises of the Parties, the terms, provisions and
conditions of this Amendment and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, DCH and Contractor hereby agree as
follows:
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I.
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To
delete the current Section
26.0 PAYMENT BOND & IRREVOCABLE LETTER OF CREDIT, in its
entirety and replace with the
following:
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26.0 PAYMENT BOND &
IRREVOCABLE LETTER OF CREDIT
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Section
26.1
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Within
five (5) Business Days of Contract Execution, Contractor shall obtain and
maintain in force and effect an irrevocable letter of credit in the amount
representing one half of one month’s total Net Capitation Payment
associated with the actual GCS lives enrolled in Contractor’s plan. On or
before July 2 each following year, Contractor shall modify the amount of
the irrevocable letter of credit currently in force and effect to equal
one-half of the average of the Net Capitation Payments paid to the
Contractor for the months of January, February and
March. If at any time during the year, the actual GCS
lives enrolled in Contractor’s plan increases or decreases by more than
twenty-five percent, DCH, at it sole discretion, may increase or decrease
the amount required for the irrevocable letter of
credit.
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Amendment
#4
Contract
#0654
Page1 of
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With
regard to the irrevocable letter of credit, DCH may recoup payments from
the Contractor for liabilities or obligations arising from any act, event,
omission or condition which occurred or existed subsequent to the
effective date of the Contract and which is identified in a survey,
review, or audit conducted or assigned by
DCH.
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Section
26.2
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DCH
may also, at its discretion, redeem Contractor’s irrevocable letter of
credit in the amount(s) of actual damages suffered by DCH if DCH
determines that the Contractor is (1) unable to perform any of the terms
and conditions of the Contract or if (2) the Contractor is terminated by
default or bankruptcy or material breach that is not cured within the time
specified by DCH, or under both conditions described at one (1) and two
(2).
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Section
26.3
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During
the Contract period, Contractor shall obtain and maintain a payment bond
from an entity licensed to do business in the State of Georgia and
acceptable to DCH with sufficient financial strength and creditworthiness
to assume the payment obligations of Contractor in the event of a default
in payment arising from bankruptcy, insolvency, or other
cause. Said bond shall be delivered to DCH within five (5)
Business Days of Contract Execution and shall be in the amount of Five
Million Dollars ($5,000,000.00). On or before July 2, of each
following year, Contractor shall modify the amount of the bond to equal
the average of the Net Capitation Payments paid to the Contractor for the
months of January, February and
March.
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Contractor
shall have the option, in its discretion, to replace all or part of the
payment bond described in the paragraph above, with an irrevocable letter
of credit in the same amount. The irrevocable letter of credit would be
furnished in addition to the instrument required by Section 26.1 of this
Contract.
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If
at any time during the year, the actual GCS lives enrolled in Contractor’s
plan increases or decreases by more than twenty-five percent, DCH, at it
sole discretion, may increase or decrease the amount required for the
bond.
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Amendment
#4
Contract
#0654
Page2 of
4
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II.
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DCH
and Contractor agree that they have assumed an obligation to perform the
covenants, agreements, duties and obligations of the Contract, as modified
and amended herein, and agree to abide by all the provisions, terms and
conditions contained in the Contract as modified and
amended.
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III.
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This
Amendment shall be binding and inure to the benefit of the parties hereto,
their heirs, representatives, successors and assigns. Whenever
the provisions of this Amendment and the Contract are in conflict, the
provisions of this Amendment shall take precedence and
control.
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VI.
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It
is understood by the Parties hereto that, if any part, term, or provision
of this Amendment or this entire Amendment is held to be illegal or in
conflict with any law of this State, then DCH, at its sole option, may
enforce the remaining unaffected portions or provisions of this Amendment
or of the Contract and the rights and obligations of the parties shall be
construed and enforced as if the Contract or Amendment did not contain the
particular part, term or provision held to be
invalid.
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VII.
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This
Amendment shall become effective as stated herein and shall remain
effective for so long as the Contract is in
effect.
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VIII. This
Amendment shall be construed in accordance with the laws of the State of
Georgia.
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IX.
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All
other terms and conditions contained in the Contract and any amendment
thereto, not amended by this Amendment, shall remain in full force and
effect.
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- SIGNATURES ON
THE FOLLOWING PAGE –
Amendment
#4
Contract
#0654
Page3 of
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IN WITNESS WHEREOF, DCH
and Contractor, through their authorized officers and agents, have caused
this Amendment to be executed on their behalf as of the date
indicated.
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GEORGIA
DEPARTMENT OF COMMUNITY HEALTH
/s/ Xxxxxx
Xxxxxx
8/26/08
Xx.
Xxxxxx X. Xxxxxx,
M.D. Date
Commissioner
WELLCARE
OF GEORGIA, INC.
BY: /s/ Xxxxx
Xxxxxxxxx
5/30/08
*SIGNATURE Date
Xxxxx
Xxxxxxxxx
Please Print/Type Name
Here
SEAL
______________________________
AFFIX CORPORATE SEAL HERE
(Corporations without a seal, attach
a
Certificate of Corporate
Resolution)
ATTEST: /s/ Xxxxxx X.
X'Xxxx
**SIGNATURE
Secretary
TITLE
* Must be
President, Vice President, CEO or Other Authorized Officer
**Must be
Corporate Secretary
Amendment #4
Contract #0654
Page 4 of
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