EXHIBIT 10.1
AMENDMENT NO. 9
ASSIGNMENT OF AGREEMENT BETWEEN KANSAS DEPARTMENT OF CORRECTIONS
AND
PRISON HEALTH SERVICES, INC.
THIS AMENDMENT is made and entered into on this 19th day of August,
2003, by and among the Kansas Department of Corrections ("Department") and
Prison Health Services, Inc. ("Contractor").
WITNESSETH:
WHEREAS, the parties entered into a contract for provision of health
care services by Contractor for inmates in the facilities of the Department, on
date of February 23, 1999, as subsequently amended on October 1, 1999, February
17, 2000, June 22, 2000, December 31, 2000, February 28, 2001, May 10, 2001,
December 4, 2001, and June 27, 2002 (all of which are collectively referenced as
the "Original Agreement"); and
WHEREAS, the parties now agree to assign and novate the Original
Agreement, as amended, to Health Cost Solutions, Inc. ("HCS") as of October 1,
2003 (the "Assignment Date");
NOW THEREFORE, in consideration of the foregoing, it is mutually
covenanted and agreed as follows:
1. Contractor agrees to fulfill and complete its duties owed to
HCS under terms of the General Assignment, Novation and
Assumption Agreement of August 20, 2003, during the transition
period leading up to the - Assignment Date, including taking
the pharmacy inventory, taking the medical and surgical supply
inventory, making the Contractor's employees available for
interviews, and making the Regional Vice President available
for interviews. The Original Agreement shall be assigned to
HCS as of the Assignment Date, and such assignment shall
operate as a novation as to Contractor, its affiliates,
officers and directors, of all rights, liabilities and
obligations under the Original Agreement in all respects
arising thereafter, subject to the exceptions specified below.
2. As of the Assignment Date, the Department agrees to return the
performance bond under the Original Agreement to Contractor.
3. As of the Assignment Date, the Department agrees to release
Contractor from all obligations under the Original Agreement
thereafter arising and look solely to HCS for the performance
of any and all services thereafter arising under the Original
Agreement, subject to the following specified duties and
responsibilities, which Contractor shall continue to perform
and discharge on and after the Assignment Date, to wit:
(a). Contractor shall fully observe and comply with the
contents of Section 3.15 of the Request for Proposal, Contract
No. 33158 (hereafter "RFP"), concerning confidentiality of all
data collected by it in connection with performance of the
Original Agreement.
(b). Contractor shall fully observe and comply with the
contents of Section 3.19 of the RFP, concerning
indemnification of the Department and the State of Kansas,
their agents, employees, and officers, as to any and all
suits, actions, losses, liability, damages, expenses,
reasonable attorney fees (not including salaries of attorneys
regularly employed by the State of Kansas), judgments or
settlements incurred by the Department, the State or their
agents, employees or officers arising out of correctional
health care services by the Contractor, its employees or
subcontractors under the Original Agreement, including
negligent or intentional acts of omission or commission,
professional malpractice and civil rights violations, stemming
or arising from provision of such correctional health care
services prior to the Assignment Date. Contractor shall make
its personnel available to assist in the defense of any action
arising from or involving Contractor's or its subcontractors'
activities during the term of the contract, including actions
filed after the Assignment Date, without additional cost to
the Department.
(c). Contractor shall fully observe and comply with the
contents of Section 3.20 of the RFP, concerning care of
state-owned personal property, and in particular, shall return
all such property to the Department in good condition as of
the Assignment Date, reasonable wear and tear or obsolescence
excepted, and shall reimburse the Department for such
property's loss or damage caused by Contractor. Further, the
Contractor shall fully observe and comply with the contents of
Paragraph 10 of the letter of February 3, 1999, by Xxxxxx
Xxxxx addressed to Xxxxx Xxxxxxxx, concerning capital outlay
items, and shall, as of the Assignment Date, make disposition
of any remaining balance of the capital outlay items fund
(pro-rata for the portion of the current contract term lapsing
prior to the Assignment Date) allocated for the current
contract term according to the terms of said Paragraph 10.
(d). Contractor shall fully observe and comply with the
contents of Section 3.22 of the RFP, concerning retention of
records involving transactions related to the instant
contract, and access thereto by authorized personnel.
(e). Contractor shall fully observe and comply with the
contents of Paragraph 16 of the letter of February 3, 1999, by
Xxxxxx Xxxxx addressed to Xxxxx Xxxxxxxx, concerning no
non-compete provisions for employment agreements impacting the
Kansas Department of Corrections.
(f). Contractor shall fully observe and comply with the
contents of Amendment No. 6 to the Agreement, dated May 10,
2001, authorizing subcontracting of pharmaceutical services,
at Paragraph 5, Subparagraphs C and I.
4. Contractor will pay, within two weeks of the Assignment Date,
all employees' accrued vacation time as accrued through the
date of the Assignment Date and give the Department proof of
same prior to Department's payment for service for September.
Contractor will provide the Department an officer's affidavit,
accompanied by a list of claims paid for the last three
months, that all vendors have been notified to make their
final claims by the Assignment Date and that all claims
received and processed by Contractor as of October 10, 2003,
have been paid with no backlog of Kansas vendors claims. Upon
receipt of such documentation the Department will pay
Contractor 80% of the Department's September payment (no later
than October 20). Department will retain 20% of Contractor's
normal monthly payment no later than November 20, 2003 (the
"Retainage"). On November 15, 2003, the Contractor shall
provide Department a list of claims received, processed and
paid since October 10, 2003. Department shall pay such
Retainage promptly upon provision of the list by Contractor.
Contractor will continue to pay properly submitted claims as
received post Assignment Date in the normal course of
business.
5. It is essential for proper payment that the Contractor
continue to have access to the Department's records. The
Department or its subcontractor will continue to provide
Contractor assistance as needed to determine the appropriate
payment status or back up documentation for all claims for off
site services provided prior to the Assignment Date.
IN WITNESS WHEREOF, the parties have caused this Amendment No 9 to be
signed by their duly authorized representatives on the day and year indicated
above.
DEPARTMENT OF CORRECTIONS CONTRACTOR:
STATE OF KANSAS Prison Health Services, Inc.
By: /s/ XXXXX XXXXXXXX By: /s/ XXXXXXX XXXXXXXX
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Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx
Secretary of Corrections Chairman of the Board
DEPARTMENT OF ADMINISTRATION
DIVISION OF PURCHASES
STATE OF KANSAS
By: /s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
Director of Purchases
