EXHIBIT 10.2
FOURTH AMENDMENT TO
MANAGED CARE ALLIANCE AGREEMENT
THIS AMENDMENT (the "Amendment") is entered into this 29th day of September,
2005 by and between CIGNA Health Corporation, for and on behalf of its CIGNA
Affiliates (individually and collectively, "CIGNA"), and Gentiva CareCentrix,
Inc. ("MCA").
W I T N E S S E T H
WHEREAS, CIGNA and MCA entered into a Managed Care Alliance Agreement which
became effective January 1, 2004 (the "Agreement") whereby MCA agreed to provide
or arrange for the provision of certain home health care services to
Participants, as that term is defined in the Agreement;
WHEREAS, the parties wish to amend certain provisions of the Agreement as set
forth below;
NOW THEREFORE, CIGNA and MCA agree as follows:
1. This Amendment shall be effective on September 29, 2005.
2. Section III.B. entitled Term of the Agreement shall be replaced in its
entirety with the following provision:
This Agreement shall be in full force and effect for a three (3) year
and one month period terminating on January 31, 2007. Notwithstanding
the foregoing, CIGNA may terminate this agreement effective January
31, 2006 by providing MCA with no less than ninety (90) days advance
written notice of its intention to terminate this Agreement. If CIGNA
does not provide such written notice, then the Agreement shall
continue in full force and effect until January 31, 2007. Thereafter,
this Agreement shall automatically renew for consecutive one year
terms without any further action by either party, unless either party
elects not to renew this Agreement by providing at least ninety (90)
days advance written notice to the other party, prior to the
commencement of the next term.
Notwithstanding the expiration or non-renewal of this Agreement
pursuant to this Section B., this Agreement shall continue in effect
with respect to those Payors covered under Service Agreements in
effect as of the end of the term of this Agreement or the notice
period, as applicable, but not to exceed twelve months from the
effective date of termination or expiration.
The parties shall establish capitation rates for year 2005 and 2006 in
accordance with the methodology as set forth in Exhibit XXIV. All
fee-for-service rates for 2005 and 2006 will be limited to the maximum
inflation adjustments set forth in Exhibit XXIV. MCA will provide to
CIGNA the information necessary to establish a capitation rate for
2005 and 2006 no later than November 1st of 2004 and 2005,
respectively. In the event that the parties are unable to reach an
agreement as to new rates for 2006, either party may exercise its
right to terminate this Agreement any time after January 31, 2006 by
giving notice to the other party at least ninety (90) days in advance
of the termination specified in such notice, and the 2005 rates shall
continue in force until the effective date of such termination.
3. To the extent that the provisions in the Agreement, including any
prior amendments, conflict with the terms of this Amendment (including
the exhibits and schedules hereto), the terms in this
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Amendment shall supersede and control. All other terms and conditions
of the Agreement, as previously amended, including the Program
Attachments and the Exhibits attached thereto, shall remain the same
and in full force and effect. Capitalized terms not defined herein but
defined in the Agreement shall have the same meaning as defined in the
Agreement.
IN WITNESS WHEREOF, CIGNA and MCA have caused their duly authorized
representatives to execute this Amendment as of the date first written above.
CIGNA HEALTH CORPORATION
By: _________________________________
Its: _________________________________
Dated: ___________________________________
GENTIVA CARECENTRIX, INC.
By: __________________________________
Its: __________________________________
Dated: ____________________________________
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