EXHIBIT 10.11
APPENDIX A
SW
CONTRACT
APPENDIX A
CONTRACT BETWEEN
THE GEORGIA DEPARTMENT OF ADMINISTRATIVE SERVICES
ON BEHALF OF
THE GEORGIA DEPARTMENT OF MEDICAL ASSISTANCE
AND
Automated Dispatch Solutions, Inc.
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BROKER
FOR THE PROVISION OF NON-EMERGENCY TRANSPORTATION SERVICES
TO MEDICAID RECIPIENTS
IN NET REGION SOUTHWEST
CONTRACT NO. 000-00-00000
WHEREAS, the Georgia Department of Administrative Services (DOAS) issued RFP No.
000-00-00000, is incorporated herein, for the development and administration of
a broker system for the provision of a non-emergency transportation system in
the Southwest NET Region on behalf of the Georgia Department of Medical
Assistance (DMA); and
WHEREAS, Automated Dispatch Solutions, Inc. (Contractor) submitted a response to
the Request for Proposal (RFP) which is incorporated herein and has been
selected by DOAS and DMA to perform said services.
NOW, therefore, in consideration of the mutual consents and agreements contained
herein, the parties agree as follows:
4.000 GENERAL
The Request for Proposal (RFP) any amendments thereto, and the Contractor's
proposal submitted in response to the RFP, including any best and final offer,
are incorporated in this contract by reference and form an integral part of this
contract. The Contractor shall perform all of the services of a broker, and
shall develop, produce and deliver to DMA all of the deliverables described in
the RFP, and DMA shall make payment therefore as hereinafter described.
In the event of a conflict in language between the various documents
incorporated into this contract, the provisions and requirements set forth in
this contract shall govern. In the event of a conflict between the language of
the RFP, as amended, and the Contractor's proposal, the language in the RFP
shall govern.
This contract shall be construed in accordance with the laws of the state.
Contractor will forthwith pay all taxes lawfully imposed upon it with respect to
this contract or any product delivered in accordance herewith. DMA will
forthwith pay all taxes lawfully imposed upon it with respect to this contract
or any product delivered in accordance herewith. DMA makes no representation
whatsoever as to the liability or exemption from liability of the Contractor to
any tax imposed by any governmental entity.
This contract shall be executed on behalf of the Georgia Department of Medical
Assistance by the Georgia Department of Administrative Services in accordance
with the Purchasing Act (Official Code of Georgia Annotated Title 50, Chapter 5,
Article 3).
4.010 TERM OF THE CONTRACT
This contract shall begin on the date of issuance and shall continue until the
close of the state fiscal year 1998 (June 30, 1998) unless renewed as
hereinafter provided.
DMA is hereby granted two (2) successive options to renew this contract for
additional terms of up to one fiscal year each all upon the same terms,
conditions and price in effect according to the Contractor's price proposal.
Each such option shall be exercisable solely and exclusively by DMA and shall be
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effected by the issuance of a Purchase Order Correction no later than June 1 for
all subsequent years. As to each term, the contract shall terminate absolutely
at the close of the then current state fiscal year without further obligation by
DMA.
4.020 COST OR PRICING
The Contractor shall submit or shall require any subcontractors hereunder to
submit cost or pricing data prior to the award of any subcontract.
The Contractor shall certify and shall require subcontractors to certify in a
form satisfactory to DMA that, to the best of their knowledge and belief, the
cost or pricing data submitted under this contract is accurate, complete and
current as of the date of agreement on the negotiated price of the subcontract
or of the contract or subcontract change.
The Contractor shall insert the substance of this subsection, including this
paragraph, in each subcontract hereunder.
If the Contract Administrator determines that any price, including profit or
fee, negotiated in connection with this agreement, or any cost reimbursable
under this agreement was increased by any significant sums because the
Contractor or any subcontractor furnished incomplete or inaccurate cost or
pricing data not current as certified in the Contractor's or subcontractor's
certification of current cost or pricing data, then such price or cost shall be
reduced accordingly and this contract and the subcontract, if applicable, shall
be modified in writing to reflect such reduction.
Since the contract is subject to reduction under this subsection by reason of
defective cost or pricing data submitted in connection with certain
subcontracts, the Contractor shall include a clause in each subcontract
requiring the subcontractor to indemnify the Contractor as appropriate. It is
expected that any subcontractor subject to such indemnification will generally
require substantially similar indemnification for defective cost or pricing data
required to be submitted by its lower tier subcontractors.
4.030 INSPECTION OF WORK PERFORMED
DMA, the U. S. Department of Health and Human Services (HHS), the General
Accounting Office (GAO), the Georgia Public Service Commission (PSC), the
Georgia Office of the Attorney General, and any other federal, state, county or
local agency with appropriate jurisdiction or their authorized representatives
or agent shall, at reasonable times, have the right to enter the Broker's
premises or other such places where duties under the contract are being
performed, to inspect, monitor or otherwise evaluate the work being performed
and all related financial records. The Broker, all subcontractors and
transportation providers must provide reasonable access to all facilities and
cooperate with state and federal representatives conducting inspection visits,
audits, and investigations.
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4.040 SUBCONTRACTS
The Contractor will not subcontract or permit anyone other than Contractor
personnel to perform any of the work, services, or other performance required of
the Contractor under this contract, or assign any of its rights or obligations
hereunder, without the prior written consent of DMA. No subcontract which the
Contractor enters into with respect to the performance under the contract shall
in any way relieve the Contractor of any responsibility for any performance
required of it by this contract.
Service agreements with transportation providers are not considered subcontracts
for the purpose of this contract.
The Contractor shall give DMA immediate notice in writing by registered or
certified mail of any action or suit filed against it by any subcontractor, and
prompt notice of any claim made against the Contractor by any subcontractor or
vendor which in the opinion of the Contractor may result in litigation related
in any way to this contract with the state.
4.045 MINORITY AND SMALL BUSINESS SUBCONTRACTORS
The State encourages offerors to consider the use of certified minority and
small business firms as subcontractors. Offerors who do so are entitled to an
income tax credit under Georgia law (Code Title 48, Chapter 7 Amended, No. 1332
- House Bill 635).
4.046 DMA Minority and Small Business Liaison Officer
Xxxxxxx Xxxxxx, Deputy Commissioner
Georgia Department of Medical Assistance
40th Floor
0 Xxxxxxxxx Xxxxxx, X.X.
Atlanta, Georgia 00000-0000
Telephone: (000) 000-0000
FAX: (000) 000-0000
4.050 CONTRACTOR PERSONNEL
The Contractor warrants and represents that all persons including independent
Contractors and consultants (excluding all transportation providers) assigned by
it to the performance of this contract shall be employees of the Contractor and
shall be fully qualified to perform the work required herein. The Contractor
shall include a similar provision in any contract with a subcontractor selected
to perform work hereunder.
DMA shall have the absolute right to approve or disapprove any of the
Contractor's staff as defined in RFP subsection 3.310, et. seq., assigned to
this contract, to approve or disapprove any proposed changes in staff, or to
require the removal or reassignment of any Contractor employee or subcontractor
employee found unacceptable by DMA. The Contractor shall, upon request, provide
DMA with a
resume of any member of its staff including independent Contractors and
consultants or subcontractor's staff assigned to or proposed to be assigned to
any aspect of the performance of this contract.
Personnel commitments made in the Contractor's proposal shall not be changed
except as hereinabove provided, or due to a resignation of any named individual.
Contractor staffing will include the named individuals at the levels of effort
proposed in the Contractor's technical proposal. Replacement of any personnel
will be with personnel of equal ability and qualifications as determined by DMA.
No diversion of staffing will be made by the Contractor without prior written
consent of DMA.
The Contractor shall provide staff to perform all tasks specified as the
Contractor's responsibilities in this RFP. The staff level must be maintained
at the bid level or as authorized in writing by DMA for the duration of the
contract.
Failure of the Contractor to provide staffing at the bid level or level amended
by contract amendment or to receive DMA written approval for staffing changes
may result in liquidated damages.
All administrative personnel will be committed to this contract by the
Contractor unless DMA exercises its option to have a staff person removed. DMA
will be provided unrestricted access to appropriate Contractor personnel for
discussion of problems or concerns.
4.060 FEDERAL EMPLOYMENT PRACTICES REQUIREMENTS
The Contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, age, marital
status, political affiliation, or handicap. The Contractor will take equal
opportunity approach to employ and treat employees during employment without
discrimination because of their race, color, religion, sex, national origin,
age, marital status, political affiliation, or handicap. Such action will
include, but will not be limited to, the following:
. Employment:
. Upgrade;
. Promotion;
. Demotion;
. Transfer;
. Recruitment;
. Advertisement for Recruitment;
. Layoff;
. Termination;
. Rates of pay or other compensation; and
. Selection for training (including apprenticeship).
The Contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices setting forth the provision of this
nondiscrimination clause.
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The Contractor will in all solicitations or advertisements for employees placed
by or on behalf of the Contractor, state that all qualified applicants will
receive consideration for employment without regard to race, color, religion,
sex, national origin, age, marital status, political affiliation, or handicap
except where it relates to a bona fide occupational qualification.
The Contractor shall comply with the nondiscrimination clause contained in
Federal Executive Order 11246, as amended by Federal Executive Order 11375,
relative to equal employment opportunity for all persons without regard to race,
color, religion, sex, or national origin, and the implementing rules and
regulations prescribed by the Secretary of Labor and with Title 41, Code of
Federal Regulations, Chapter 60. The Contractor and subcontractors shall comply
with related state laws and regulations regarding nondiscrimination.
The Contractor shall comply with regulations issued by the Secretary of Labor of
the United States in Title 48, Code of Federal Regulations, Subpart 22.14,
pursuant to the provisions of Executive Order 11758 and the Federal
Rehabilitation Act of 1973. The Contractor shall be responsible for ensuring
that all subcontractors comply with the above-mentioned regulations.
The Contractor and its subcontractors shall comply with the Civil Rights Act of
1964, and any amendments thereto, and the rules and regulations thereunder;
Section 504 of Title V of the Federal Rehabilitation Act of 1973 as amended, and
the rules and regulations thereunder; and the Americans with Disabilities Act of
1990 (the ADA), and the rules and regulations thereunder.
The Contractor will furnish all information and reports required by Executive
Order Number 11246 of September 24, 1976, as amended and will permit access to
its books, records, and accounts by the Secretary of Labor or the Commissioner
of DMA or their authorized representatives, for purposes of investigation to
ensure compliance with rules, regulations, orders, and laws.
4.070 RELATIONSHIP OF THE PARTIES
Neither the Contractor nor any of its agents, consultants, servants, employees,
subcontractors or transportation providers with which the Contractor has active
service agreements shall become or be deemed to become agent, servant or
employee of the state or DMA. The Contractor and all such agents, consultants,
servants, employees, subcontractors or transportation providers shall for all
purposes be deemed to be independent contractors, and this contract shall not be
construed so as to create a partnership or joint venture between the Contractor
and DMA or the state.
4.080 DISPUTES
Any disputes concerning a question of fact arising under the contract which is
not disposed of by agreement shall be decided by the Contract Administrator who
shall reduce his decision to writing and mail or otherwise furnish a copy
thereof to the Contractor. The decision of the Contract Administrator shall be
final and conclusive unless within ten (10) calendar days from the date of
receipt of such copy the Contractor mails or otherwise furnishes a written
appeal to the Commissioner of DMA. The decision of the Commissioner or a duly
authorized representative for the determination of such appeals
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shall be final and conclusive unless determined by a court of competent
jurisdiction to have been fraudulent, or capricious or arbitrary, or so grossly
erroneous as necessarily to imply bad faith. In connection with any appeal
proceeding under this clause, the Contractor shall be afforded an opportunity to
be heard and to offer evidence in support of his appeal. Pending a final
decision of a dispute hereunder, the Contractor shall proceed diligently with
the performance of the contract in accordance with the disputed decision.
4.090 AUDIT REQUIREMENTS
The state and federal standards for audits of DMA agents, contractors, and
programs conducted under contract are applicable to this section and are
incorporated by reference into this contract as though fully set out here.
4.091 Contractor Accounting Records Requirements
The Contractor agrees to maintain books, records, documents, and other evidence
pertaining to the costs and expenses of this contract (hereinafter collectively
called the "records") to the extent and in such detail as will properly reflect
all costs for which payment is made under the provisions of any contract of
which this contract is a part by reference or inclusion.
The Contractor's accounting procedures and practices shall conform to generally
accepted accounting principles and the costs properly applicable to the contract
shall be readily ascertainable therefrom.
4.092 Records Retention Requirements
The Contractor agrees to make available at its central business office at all
reasonable times during the period set forth below any of the records of the
contracted work for inspection or audit by any authorized representative of DMA,
the state auditor, the U.S. Department of Health and Human Services, the General
Accounting Office, the Georgia Public Service Commission (PSC), the Georgia
Office of the Attorney General, and for the Comptroller General of the United
States or their duly authorized representative.
The Contractor shall preserve and make available its records for a period of
three (3) years from the date of final payment under this contract, and for such
period, if any, as is required by applicable statute, by any other section of
this contract or associated contract.
If the contract is completely or partially terminated, the records relating to
the work terminated shall be presented and made available for a period of three
(3) years from the date of any resulting final settlement.
Records which relate to appeals, litigations, or the settlements of claims
arising out of the performance of this contract, or costs and expenses of any
such agreement as to which exception has been taken by the state auditor or any
of his duly authorized representatives, shall be retained by the Contractor
until such appeals, litigations, claims, or exceptions have been disposed of.
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A file and report retention schedule shall be developed by the Contractor and
approved by DMA. The schedule shall be maintained by the Contractor and all
changes will be approved by DMA.
4.093 Substitution of Micro Media Records
Except for documentary evidence, the Contractor may in fulfillment of its
obligation to retain its records as required by this article, substitute clear
and legible photographs, microphotographs or other authentic reproductions of
such records, after the expiration of two (2) years following the last day of
the month of payment to the Contractor of the invoice to which such records
relate, unless a shorter period is authorized by DMA with the concurrence of the
state auditor or his duly authorized representatives.
4.094 Inclusion of Audit Requirements in Subcontracts
The provision of subsection 4.090 et. seq. shall be incorporated in any
subcontract.
4.100 CONFIDENTIALITY OF INFORMATION
The Contractor shall treat all information which is obtained by it through its
performance under the contract as confidential information, and shall not use
any information so obtained in any manner except as necessary for the proper
discharge of its obligations and securement of its rights herein, or as
otherwise provided for herein. DMA, the Attorney General, federal officials as
authorized by federal law or regulations, or the authorized representatives of
these parties shall have access to all confidential information in accordance
with the requirements of state and federal laws and regulations. Any other
party will be granted access to confidential information only after complying
with the requirements of state and federal laws and regulations pertaining to
such access. DMA shall have absolute authority to determine if and when any
other party has properly obtained the right to have access to this confidential
information. Nothing herein shall prohibit the disclosure of information in
summary, statistical, or other form which does not identify particular
individuals.
4.110 INDEMNITY AND INSURANCE
4.111 General
The Contractor shall be responsible from the time of the signing of this
agreement or from the effective date, whichever shall be later, for all injury
or damage of any kind resulting from its occupancy or any construction work
undertaken by Contractor or on Contractor's behalf.
4.112 Indemnification Agreement
Contractor hereby releases and agrees to indemnify and hold harmless the State
Agency, the State of Georgia and its departments, agencies and instrumentalities
(including the State Tort Claims Trust Fund, the State Authority Liability Trust
Fund, The State Employee Broad Form Liability Funds, the State Insurance and
Hazard Reserve Fund, and other self-insured funds, all such funds hereinafter
collectively referred to as the "Indemnities") from and against any and all
claims, demands, liabilities, losses, costs or
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expenses, and attorneys' fees, caused by, growing out of, or arising from this
Contract, due to any act or omission on the part of the Contractor, its agents,
employees, customers, invitees, licensees or others working at the direction of
Contractor or on it's behalf, or due to any breach of this Contract by the
Contractor, or due to the application or violation of any pertinent Federal,
State or local law, rule or regulation. This indemnification extends to the
successors and assigns of the Contractor, and this indemnification survives the
termination of the Contract and the dissolution or, to the extent allowed by the
law, the bankruptcy of the Contractor. If and to the extent such damage or loss
(including costs and expenses) as covered by this indemnification is covered by
the funds established and maintained by the State of Georgia Department of
Administrative Services (DOAS), the Contractor agrees to reimburse the Funds for
such monies paid out by the Funds.
This indemnification applies whether: (a) the claims, demands, liabilities,
losses, costs or expenses involve third parties or employees or agents or
customers or invitees or licensees of the Contractor or of the Indemnitees; or
(b) the Indemnitees are partially responsible for the situation giving rise to
the claim. This indemnification applies, without limitation, to claims, demands,
liabilities, losses, costs or expenses arising in any manner from the use, non-
use or occupancy of the premises, resulting from the discharge of polluting or
hazardous substances upon the premises, navigable and public waters, or
adjoining or nearby lands and private waters, or resulting from the failure of
Contractor to report to the appropriate governmental agency the discharge or
discovery of any pollutants or hazardous substances required by any governmental
entity or regulation.
This indemnification does not apply to the extent of the sole negligence of the
Indemnitees.
This indemnification does not extend beyond the term of this Contract, including
any extensions or options, and does not extend to claims exclusively between the
undersigned parties arising from the terms or regarding the interpretation of
this Contract.
4.113 Insurance Certificates
The Contractor shall, prior to the commencement of work, procure the insurance
policies identified below, at the Contractor's own expense and shall furnish the
State Agency an insurance certificate listing the agency as the certificate
holder with any endorsements thereof. The insurance certificate must document
that the liability insurance coverage purchased by the Contractor includes
contractual liability coverage and separate aggregate limits per project. In
addition, the insurance certificate must provide the following:
(a) Name and address of authorized agent
(b) Name and address of insured
(c) Name of insurance company(ies)
(d) Description of policies
(e) Policy Number(s)
(f) Policy Period(s)
(g) Limits of Liability
(h) Name and address of State Agency as certificate holder
(i) Signature of authorized agent
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(j) Telephone number of authorized agent
(k) Details of non-filed special policy exclusions in comments section of
the Certificate of Insurance
(1) Sixty days notice of cancellation/non-renewal
(m) Policy notification requirements for claims (to whom, address and time
limits) in comments section of the certificate of insurance.
4.114 Policy Provisions
Each of the insurance policies required below shall be issued by a company
licensed to transact the business of insurance in the State of Georgia by the
Insurance Commissioner for the applicable line of insurance and, unless waived
or modified in writing by the State Agency, shall be an insurer with a Best
Policyholders Rating of "A" or better and with a financial size rating of Class
IX or larger. Each such policy shall also contain the following provisions, or
the substance thereof, made a part of the insurance policy.
(a) The insurance company agrees that this policy shall not be canceled,
changed, allowed to lapse, or allowed to expire until sixty (60) days
after the State agency and the Department of Administrative Services,
Risk Management Division, has received written notice thereof as
evidenced by return receipt of registered letter or until such time as
other valid and effective insurance coverage acceptable in every
respect to the State Agency and providing protection equal to
protection called for in the policy shown below shall have been
received, accepted, and acknowledged by the State Agency. It is also
agreed that the said notice shall be valid only as to such project as
shall have been designated by name in said notice.
(b) Notice of any claim against the State or any indemnitee shall be
deemed to have occurred only when the Department of Administrative
Services, Risk Management Division, has received written notice
thereof and has acknowledged actual knowledge of the claim.
(c) The policy shall not be subject to invalidations as to any insured or
indemnitee by reason of any act or omission of another insured or any
of its officers, employees, agents or other representatives
("Severability of Insureds").
(d) The policy shall include "Cross-Liability" coverage.
(e) The policy shall acknowledge and agree that the Attorney General of
Georgia shall represent and defend the Indemnities and any settlement
on behalf of the Indemnities must be expressly approved by the
Attorney General.
4.115 Insurance Coverages
The Contractor agrees to purchase and have the authorized agent state on the
insurance certificate that the following types of insurance coverages,
consistent with the policies and requirements of O.C.G.A.
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(S) 00-000-00, have been purchased by the Contractor. The minimum liability
limits (general liability, automobile liability and employers' liability)
required from Contractors entering into an agreement with the State or an agency
or instrumentality of the State, is $5,000,000 per occurrence. Liability limits
for the Workers' Compensation Employers Liability, Commercial General Liability,
and Commercial Automobile Liability insurance coverages may be satisfied by
purchasing one or more insurance policies (e.g., a Commercial General Liability
Insurance Policy plus a Commercial Umbrella Insurance Policy). Any deviations
from these minimum limits must be approved by the Department of Administrative
Services, Risk Management Division.
(a) Workers' Compensation Insurance. The Contractor agrees to insure the
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statutory limits as established by the General Assembly of the State
of Georgia. (A self-insurer must submit a certificate from the Georgia
Board of Workers' Compensation stating the Contractor qualifies to pay
its own workers' compensation claims.)
(1) The Contractor shall also maintain employers Liability Insurance
Coverage with limits of at least:
(i) Bodily Injury by Accident - $1,000,000 each accident; and
(ii) Bodily Injury by Disease - $1,000,000 each employee.
(2) The Contractor shall require all Contractors or subcontractors
occupying the premises or performing work under this Contract to
obtain an insurance certificate showing proof of Workers'
Compensation and Employers Liability Insurance Coverage.
(b) Commercial General Liability Insurance. The Contractor shall procure
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and maintain Commercial General Liability Insurance (1993 ISO
Occurrence Form or equivalent) which shall include, but need not be
limited to, coverage for bodily injury and property damage arising
from premises and operations liability, personal injury liability and
contractual liability. The Commercial General Liability Insurance
shall provide at lest the following limits (per occurrence) for each
type of coverage with a $2,000,000 aggregate:
Coverage Limit
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1. Premises and Operations $1,000,000
2. Personal Injury $1,000,000
3. Contractual $1,000,000
The above coverage limits can be satisfied by purchasing one or more
insurance policies (e.g., a Commercial General Liability Insurance
Policy plus a Commercial Umbrella Insurance Policy).
Additional Requirements for Commercial General Liability Insurance:
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(1) The policy or policies shall name or cover as additional insureds
the officers, agents and employees of the State Agency and the
State of Georgia, but only with
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respect to claims for which the Georgia Tort Claims Act, O.C.G.A.
(S) 50-21-20 et seq. is not the exclusive remedy.
(2) The policy or policies must provide primary limits over any other
liability policy provided by the State for any claims not covered
by the Georgia Tort Claims Act. However, the policy(ies) must
indemnify the Funds for any claims covered by the Georgia Tort
Claim Act.
(3) The policy or policies must be on an "occurrence" basis unless
waived by the State of Georgia, Department of Administrative
Services, Risk Management Office.
(4) To the full extent permitted by the Constitution and the laws of
the State of Georgia and the terms of the Funds, the Contractor
and its insurers waive any right of subrogation against the
Indemnitees, the Funds and insurers participating thereunder, to
the full extent of this indemnification.
(c) Commercial Automobile Liability Insurance. The Contractor shall
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procure and maintain Commercial Automobile Liability Insurance which
shall include courage for bodily injury and property damage arising
from the operation of any owned, non-owned or hired automobile. The
Commercial Automobile Liability Insurance Policy shall provide not
less than $1,000,000 Combined Single Limits for each occurrence.
Additional Requirements for Commercial Automobile Liability Insurance:
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(1) The policy or policies shall name or cover as additional insureds
the officers, agents and employees of the State Agency and the
State of Georgia, but only with respect to claims for which the
Georgia Tort Claims Act, O.C.G.A. (S) 50-21-20 et seq. is not the
exclusive remedy.
(2) The policy or policies must provide primary limits over any other
liability policy provided by the State for any claims not covered
by the Georgia Tort Claim Act. However, the policy(ies) must
indemnify the Funds for any claims covered by the Georgia Tort
Claim Act.
(3) To the full extent permitted by the Constitution and the laws of
the State of Georgia and the terms of the Funds, the Contractor
and its insurers waive any right of subrogation against the
Indemnitees, the Funds and insurers participating thereunder, to
the full extent of this indemnification.
(d) Commercial Umbrella Liability Insurance. The Contractor may purchase
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a Commercial Umbrella Liability Insurance Policy to provide excess
coverage above the Commercial General Liability Insurance Policy, the
Commercial Automobile Liability Insurance
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Policy, and the Workers' Compensation Employers' Liability Coverage to
satisfy the minimum liability limits set forth in this Article.
Additional Requirements for Commercial Umbrella Liability Insurance:
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(1) The policy or policies shall name or cover as additional insureds
the officers, agents and employees of the State Agency and the
State of Georgia, but only with respect to claims for which the
Georgia Tort Claims Act, O.C.G.A. (S) 50-21-20 et seq. is not the
exclusive remedy.
(2) The policy or policies must provide limits over any other
liability policy provided by the State for any claims not covered
by the Georgia Tort Claims Act. However, the policy(ies) must
indemnify the Funds for any claims covered by the Georgia Tort
Claim Act.
(3) The policy or policies must be on an "occurrence" basis unless
waived by the State of Georgia, Department of Administrative
Services, Risk Management Office.
(4) To the full extent permitted by the Constitution and the laws of
the State of Georgia and the terms of the Funds, the Contractor
and its insurers waive any right of subrogation against the
lndemnitees, the Funds and insurers participating thereunder, to
the full extent of this indemnification.
4.120 LIQUIDATED DAMAGES - FAILURE TO MEET RFP/CONTRACT REQUIREMENTS
In the event that the Contractor fails to meet the RFP and contract requirements
listed below, damage shall be sustained by DMA which will be difficult or
impossible to ascertain exactly. The Contractor, therefore, agrees to pay DMA
the sums set forth below as liquidated damages, and not as a penalty.
A. DELIVERABLES AND REPORT PRODUCTION
REQUIREMENT:
All deliverables and reports described in Section 3 of the RFP must be delivered
to DMA in final form by the dates approved by DMA.
These include, but are not limited to:
1. operations manual interim or annual updates;
2. disaster recovery plan interim and annual updates;
3. vehicle reports;
4. driver reports;
5. transportation services reporting;
6. detailed reports;
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7. summary reports;
8. accident reports;
9. moving violation reports;
10. complaints reports;
11. telephone system reports;
12. annual certified financial audit; and
13. quality assurance plan interim and annual updates.
LIQUIDATED DAMAGES:
One hundred dollars ($100) per working day or any part thereof for each day each
report or other deliverable is late or unacceptable.
B. RECORD KEEPING
Requirement:
The Contractor shall maintain and shall make available within three (3) working
days of request all records. These include, but are not limited to:
1. Printouts of computerized recipient worksheets
2. Transportation provider records
3. Vehicle records
4. Vehicle manifests
5. Safety inspection records
6. Driver records
7. Records of complaints
8. Office/Business records relating to this contract as needed.
LIQUIDATED DAMAGES:
One hundred dollars ($100) per working day or any part thereof for failure to
produce any record as required.
C. VEHICLE RELATED REQUIREMENTS
REQUIREMENT:
The Contractor must assure that transportation providers maintain all vehicles
utilized in this contract up to all vehicle manufacturer and state and federal
safety standards, regulations of the PSC, the Americans with Disability Act
(ADA), and RFP requirements. Any vehicle found non-compliant with safety
standards, PSC or ADA regulations, or RFP requirements must be removed from
service immediately upon discovery.
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LIQUIDATED DAMAGES:
Five hundred dollars ($500) per calendar day or any partial day that non-
compliant vehicle is in service from the date of discovery.
D. DRIVER RELATED REQUIREMENTS
1. REQUIREMENT:
Any driver who is found not to be in compliance with Section 3.250 of the RFP
must be immediately removed from driving under this contract.
1. LIQUIDATED DAMAGES:
Five hundred dollars.($500) per calendar day or any part thereof in which a
driver who is non-compliant with Section 3.250 of the RFP is allowed to drive
under this contract.
2. REQUIREMENT:
Any driver who receives three (3) substantiated complaints in a 90-day period
must be removed from driving under this contract or enter a retraining program.
If a driver receives six (6) substantiated complaints within a twelve (12) month
time period, he/she must be removed from driving under this contract.
2. LIQUIDATED DAMAGES:
One hundred dollars ($100) a calendar day or any part thereof in which such a
driver is allowed to drive under this contract before retraining or before
dismissal.
E. REQUIREMENTS RELATED TO PROVISION OF TRANSPORTATION SERVICES
1. REQUIREMENT:
The Contractor shall be responsible for arranging for back-up vehicles and/or
personnel when notified by a recipient, a provider or DMA that a vehicle is
excessively late, is otherwise unavailable for services or when specifically
requested by DMA. The vehicle is "excessively late" if it is thirty (30)
minutes late in meeting its assigned schedule.
1. LIQUIDATED DAMAGES:
Two hundred dollars ($200) per occurrence where back-up service is not available
within the required period of time.
14
2. REQUIREMENT:
The Contractor is required to assure that the proper type vehicle is utilized
for the status of the Medicaid recipient being transported.
2. LIQUIDATED DAMAGES:
Two hundred dollars ($200) per occurrence where a vehicle is utilized that is
not adequate to meet the health care status of the Medicaid recipient being
transported.
3. REQUIREMENT:
Contractors are required to assure that recipients are picked up within fifteen
(15) minutes of the scheduled pick-up time.
3. LIQUIDATED DAMAGES:
One thousand dollars ($1000) for any month in which ten per cent (10%) of
scheduled pick-ups are late. An additional one thousand dollars ($1000) will be
assessed for each percent that exceeds ten percent (10%).
4. REQUIREMENT:
Contractors are required to assure that recipients are delivered to scheduled
health care appointments on time.
4. LIQUIDATED DAMAGES:
One thousand dollars ($1000) for any month in which ten per cent (10%) of
arrivals for scheduled health care appointments are late. An additional one
thousand ($1000) will be assessed for each per cent that exceeds ten per cent
(10%).
F. BUSINESS REQUIREMENTS
1. REQUIREMENT:
The Contractor shall have sufficient toll free telephone lines, phones, staff,
and support equipment to meet these performance requirements. The phone system
installed must have an automated reporting system that identifies the number of
calls on hold and length of time, and number of calls per line.
Telephone operating hours are 6:00 a.m. to 8:00 p.m. Eastern Time, Monday
through Friday and Saturday from 8:00 a.m. to 1:00 p.m. Eastern Time unless
otherwise approved by DMA.
Incoming telephone calls shall not be placed on "hold" for more than an average
of two minutes.
15
1. LIQUIDATED DAMAGES:
One hundred dollars ($100) per hour or any part thereof that telephone operating
hours/days do not meet the requirement.
Ten dollars ($10) for each minute or any part thereof that a call placed on
"hold" exceeds the requirement.
2. REQUIREMENT:
Incoming telephone calls shall not exceed a ten percent (10%) "busy" signal
rate. The Contractor must add sufficient telephone lines to bring the service
within contract standards within a time frame agreed upon by the DMA.
2. LIQUIDATED DAMAGES
Five hundred dollars ($500) per working day or any part thereof that corrective
action is late.
3. REQUIREMENT:
Contractor personnel used for scheduling must maintain a courteous and polite
attitude. Any service personnel who receives three (3) substantiated complaints
in a 90-day period must be removed from a position of direct public contact or
retained. If a service staff receives six (6) substantiated complaints within a
twelve (12) month period, he/she must be removed from a position of direct
public contact.
3. LIQUIDATED DAMAGES
One hundred dollars ($100) per business day or any part thereof that any service
staff personnel is allowed to remain in a direct public contact position after
the requirement is exceeded.
4. REQUIREMENT:
The Contractor must back up all computer files and store in a DMA approved off-
site storage area for safety.
4. LIQUIDATED DAMAGES:
Fifty dollars ($50) per working day for each file that is found not to have been
backed up correctly.
5. REQUIREMENT:
The Contractor must provide on-line access to DMA during normal working hours.
On-line access includes the ability to view all system information and print
reports. DMA shall have free access (read-
16
only) to the Contractor's systems to include, but not limited to, recipient
reservation worksheets, transportation provider records, and historical records.
5. LIQUIDATED DAMAGES:
Two hundred fifty dollars ($250) per working day in which DMA access to the
Contractor's system is unavailable for sixty (60) or more minutes.
G. RECIPIENT NOTICES
1. REQUIREMENT:
Whenever NET service to a Medicaid recipient is denied or terminated, a notice
in writing must be issued to the recipient and DMA within three (3) working days
of the determination (see Section 3.281).
1. LIQUIDATED DAMAGES:
Five hundred dollars ($500) per calendar day that such a denial notice is late
in being sent or for failure to send notification.
2. REQUIREMENT:
Newly eligibles of a region are to receive a notice regarding availability of
services and instructions for accessing transportation from the region Broker
within ten (10) working days of the Broker's receipt of eligibility
notification.
2. LIQUIDATED DAMAGES:
Damages in the amount of one hundred ($100) shall be assessed for each calendar
day or any part thereof after the tenth working day that the newly eligible
notification of available services is late being sent.
3. REQUIREMENT:
Other notices are to be sent to recipients of a region by the region Broker as
agreed to by the Contractor and DMA staff.
3. LIQUIDATED DAMAGES:
Damages for failure to send other notices as required by DMA will be agreed upon
in amount and duration at the time of the need for additional notices is agreed
upon by DMA.
17
H. OTHER CONTRACT PROVISIONS
REQUIREMENT:
DMA may identify any other condition resulting from Contractor non-compliance
with the RFP and contract through routine monitoring activities. DMA will
notify the Contractor in writing of the non-compliance and designate a
reasonable time for correction of the non-compliance.
LIQUIDATED DAMAGES:
Damages in the amount of two hundred dollars ($200) shall be assessed for each
working day or any part thereof after the designated time for correction until
the correction of the non-compliance.
4.130 LIMITATION OF LIABILITY
The total obligation of DMA for any term of this contract shall not exceed the
fund sources committed to this contract by DMA as of its effective date,
together with any additional fund sources subsequently determined to be
available and committed to it by DMA.
4.140 PERFORMANCE BOND
The Contractor in each NET region shall obtain and maintain for each contract
period a performance bond issued by a surety company that is listed in the
Federal Registry of Surety Companies in the amount of $250,000. In addition,
the Contractor in each NET region shall obtain and maintain for each contract
period a payment bond issued by a surety company that is listed in the Federal
Registry of Surety Companies in the amount of $750,000
Federal Registry of Surety Companies
Circular #570
Department of Treasury
Surety Section
000 00xx Xxxxxx, X.X.
Washington, D.C. 20227
Telephone: (000) 000-0000
(This Registry is updated every July 1st.)
Using the Performance Bond and Payment Bond forms in Appendix L, the Contractor
shall submit an executed performance bond and an executed payment bond to DMA
within fifteen (15) days of announcement of award and before the execution of
the contract and again at the time of each renewal. The performance bond shall
be used to cover all costs of the State up to a maximum of the full value of the
bond in the event that the Contractor is unable to properly, promptly and
efficiently perform the contract and/or the contract is terminated by default or
bankruptcy. The payment bond shall be used to cover delinquent payments to the
transportation service providers and other vendors under contract with the
Broker up to a maximum of the full value of the bond in the event that the
Contractor is unable to
18
properly, promptly and efficiently perform the contract and/or the contract is
terminated by default or bankruptcy.
4.150 ACCEPTANCE
The Contractor shall comply with all of the requirements of Section 3 of the
RFP, and DMA shall have no obligation to accept any deliverable tendered to it
until such time as all of said requirements have been met as to each such
deliverable.
4.160 WARRANTY AGAINST BROKERS' FEES
The Contractor warrants that it has not employed any company or person, other
than a bona fide employee working solely for the Contractor or company regularly
employed as its marketing agent, to solicit or secure this contract and that it
has not paid or agreed to pay any company or person, other than a bona fide
employee working solely for the Contractor or a company regularly employed by
the Contractor as its marketing agent, any fee, commission, percentage,
brokerage fee, gift, or other consideration contingent upon or resulting from
the award of this contract. In the event of a breach of this warranty by the
Contractor, DMA shall have the right to terminate this contract without any
liability whatsoever, or, in its discretion, to deduct from the contract price
or consideration or otherwise recover the full amount of such fee, commission,
percentage, brokerage fee, gift or contingent fee.
4.170 TERMINATION OF THE CONTRACT
This contract may terminate or may be terminated by DMA for any or all of the
following reasons:
.For any default by the Contractor;
.For the convenience of DMA;
.In the event of the insolvency of or declaration of bankruptcy by the
Contractor; and
.In the event sufficient appropriated, otherwise obligated funds no
longer exist for the payment of DMA's obligation hereunder.
Each of these is described in the following subsections.
4.171 Termination for Default
The failure of the Contractor to perform or comply with any term, condition, or
provision of this contract shall constitute a default by the Contractor. In the
event of default, DMA shall notify the Contractor by certified or registered
mail, return receipt requested, of the specific act or omission of the
Contractor which constitutes default. The Contractor shall have fifteen (15)
calendar days from the date of receipt of such notification to cure such
default. In the event of default, and during the above-specified grace period,
performance under the contract shall continue as though the default had never
occurred. In the event the default is not cured in fifteen (15) calendar days,
DMA may, at its sole option, terminate the contract for default. Such
termination shall be accomplished by written notice of termination forwarded to
the Contractor by certified or registered mail, return receipt requested, and
shall be effective at the
19
close of business on the date specified in the notice. If it is determined,
after notice of termination for default, that the Contractor's failure was due
to causes beyond the control of and without error or negligence of the
Contractor, the termination shall be deemed a termination for convenience under
subsection 4.182.
4.172 Termination for Convenience
DMA may terminate performance of work under the contract in whole or in part
whenever, for any reason, DMA shall determine that such termination is in the
best interest of the state. In the event that DMA elects to terminate the
contract pursuant to this provision, it shall so notify the Contractor by
certified or registered mail, return receipt requested. The termination shall
be effective as of the date specified in the notice.
4.173 Termination for Bankruptcy or Insolvency
In the event that the Contractor shall cease conducting business in the normal
course, become insolvent, make a general assignment for the benefit of
creditors, suffer or permit the appointment of a receiver for its business or
its assets or shall avail itself of, or become subject to, any proceedings under
the Federal Bankruptcy Act or any other statute of any state relating to
insolvency or the protection of the rights of creditors, DMA may, at its option,
terminate this contract. In the event DMA elects to terminate the contract
under this provision, it shall do so by sending notice of termination to the
Contractor by certified or registered mail, return receipt requested. The date
of termination shall be deemed to be the date such notice is mailed to the
Contractor, unless otherwise specified.
4.174 Termination for Unavailability of Funds
Notwithstanding any other provision of this contract, the parties hereto agree
that the charges hereunder are payable by DMA from appropriations received by
DMA from the General Assembly of the state and matched by current percentages of
federal financial participation (FFP). In the event such appropriations are
determined at the sole discretion of the Commissioner of DMA no longer to exist
or to be insufficient with respect to the charges payable hereunder, this
contract shall terminate without further obligation of DMA as of that moment.
In such event, the Commissioner of DMA shall certify to the Contractor the
occurrence thereof, and such certification shall be conclusive.
4.175 Termination Procedures
The Contractor shall:
. Stop work under the contract on the date and to the extent specified in
the notice of termination;
. Place no further orders or subcontract for materials, services, or
facilities, except as may be necessary for completion of such portion of
the work under the contract as is not terminated;
. Terminate all orders and subcontracts to the extent that they relate to
the performance of work terminated by the notice of termination;
20
. Assign to DMA in the manner and to the extent directed by the Contract
Administrator all of the right, title, and interest of the Contractor
under the orders or subcontracts so terminated, in which case DMA shall
have the right, in its discretion, to settle or pay any or all claims
arising out of the termination of such orders and subcontracts;
. With the approval of the Contract Administrator, settle all outstanding
liabilities and all claims arising out of such termination or orders and
subcontracts, the cost of which would be reimbursable in whole or in
part, in accordance with the provisions of the contract;
. Complete the performance of such part of the work as shall not have been
terminated by the notice of termination;
. Take such action as may be necessary, or as the Contract Administrator
may direct, for the protection and preservation of any and all property
or information related to the contract which is in the possession of the
Contractor and in which DMA has or may acquire an interest;
4.176 Termination Claims
After receipt of a notice of termination, the Contractor shall submit to the
Contract Administrator any termination claim in the form and with the
certification prescribed by the Contract Administrator. Such claim shall be
submitted promptly but in no event later than six (6) months from the effective
date of termination. Upon failure of the Contractor to submit its termination
claim within the time allowed, the Contract Administrator may, subject to any
review required by the state procedures in effect as of the date of execution of
the contract, determine, on the basis of information available, the amount, if
any, due to the Contractor by reason of the termination and shall thereupon
cause to be paid to the Contractor the amount so determined.
Upon receipt of notice of termination, the Contractor shall have no entitlement
to receive any amount for lost revenues or anticipated profits or for
expenditures associated with this or in any other contract. The Contractor
shall be paid only by the following upon termination:
. At the contract price(s) for completed deliverables and services
delivered to and accepted by DMA; and/or
. At a price mutually agreed by the Contractor and DMA for partially
completed deliverables.
In the event of the failure of the Contractor and DMA to agree in whole or in
part as to the amounts with respect to costs to be paid to the Contractor in
connection with the total or partial termination of work pursuant to this
article, DMA shall determine on the basis of information available the amount,
if any, due to the Contractor by reason of termination and shall pay to the
Contractor the amount so determined.
The Contractor shall have the right of appeal, as stated under subsection 4.080,
from any such determination made by DMA.
21
4.180 CHANGE OF OWNERSHIP OR LEGAL STATUS
Any Contractor that undergoes a change (including, but not limited to,
dissolution, incorporation, re-incorporation, reorganization, change of
ownership of assets, merger or joint venture) so that as a result, the
Contractor either becomes a different legal entity or is replaced in the program
by another contractor, must give DMA at least thirty (30) days prior written
notice. The successor Contractor simultaneously must submit the information
requested in sections 6.100 through 6.530 in this NET RFP for DMA's evaluation.
Failure of the successor to submit this information or failure to obtain a
successful evaluation from DMA will prevent DMA from reimbursing any further
services as of the date of the change.
4.190 LIABILITY FOR OVERPAYMENT, ENTITLEMENT TO UNDERPAYMENT
Any person or entity that replaces a Contractor in the Georgia Medicaid program
shall be deemed to have accepted joint and several liability, along with its
predecessor, for any overpayment sought to be recovered by DMA after the
effective date of the successor Contractor take over, regardless of the
successor's contract status or lack of affiliation with its predecessor at the
time the overpayment was made. An entity shall be deemed to have replaced a
Contractor if it (1) effectively became a different legal entity through
incorporation, re-incorporation, merger, joint venture, dissolution, creation of
a partnership, or reorganization; (2) took over more than fifty percent (50%) of
the predecessor's assets or Medicaid activities; or (3) has substituted for the
predecessor in the program, as evidenced by all attendant circumstances.
Reimbursement for services rendered prior to the effective date of take over by
a successor Contractor (including any adjustments for underpayment made by DMA)
shall be made to the Contractor of record at the time the payment is made or to
that Contractor's payee as properly designated on the appropriate form(s)
required by DMA. Any disputes or conflicts, legal or otherwise, arising between
the current Contractor and the predecessor Contractor concerning either
apportionment of liability for any overpayment previously made by DMA or the
right to additional reimbursement for any underpayment previously made by DMA
shall be the sole responsibility of such parties and shall not include DMA.
4.200 CONFORMANCE WITH FEDERAL LAWS AND REGULATIONS
The Contractor shall agree to conform with such Federal Laws as affect the
delivery of services under this contract including but not limited to Titles VI,
VII, and XIX of the Social Security Act, the Federal Rehabilitation Act of 1973,
and the Americans with Disability Act of 1993 (28 CFR 35.100 et seq.). The
Contractor shall agree to conform to such requirements or regulations as the
United States Department of Health and Human Services may issue from time to
time. Authority to implement federal requirements or regulations will be given
to the Contractor by DMA by a contract amendment.
4.210 FORCE MAJEURE
Neither party to this contract shall be responsible for delays or failures in
performance resulting from acts beyond the control of such party. Such acts
shall include but not be limited to acts of God, strikes, riots, lock-outs, acts
of war, epidemics, fire, earthquakes, or other disasters.
22
4.220 CONFLICT OF INTEREST
The Contractor covenants that it presently has no interest and shall not acquire
any interest, direct or indirect, which would conflict in any manner or degree
with its performance hereunder. The Contractor further covenants that in the
performance of the contract no person having any such interest is presently
employed or shall be employed in the future by the Contractor.
The Contractor and all subcontractors are prohibited from owning or having any
financial interest in organizations that deliver NET transportation services to
Georgia Medicaid recipients. The Contractor and all subcontractors must
maintain an arm's length relationship with any transportation delivery entities.
All of the parties hereto hereby certify that the provisions of Chapter 45-10-20
through 45-10-28 of the Official Code of Georgia Annotated have not been
violated and will not be violated in any respect.
4.230 PROVISION OF GRATUITIES
Neither the Contractor nor any person, firm or corporation employed by the
Contractor in the performance of this contract shall offer or give, directly or
indirectly, to any employee or agent of the state, any gift, money or anything
of value, or any promise, obligation or contract for future reward or
compensation at any time during the term of this contract.
4.240 NON-COMPETITION FOR EMPLOYEES
During the term of this contract and for a period of one (1) year from the date
of termination or expiration of this contract, unless otherwise agreed to in
writing, neither DMA nor the Contractor shall solicit for employment as a
consultant or independent contractor any sales, marketing or management employee
hereinafter and during the term of this contract employed by the other, or the
Contractor's parent corporation, or any corporation controlled by, controlling,
or under common control with the Contractor who is working on this project
during the prior twelve (12) months; provided, however, the term "solicit for
employment" shall not be deemed to include advertising in newspapers or trade
publications addressed to the general public and either party may employ any
person now or hereafter employed by the other (including the Contractor's
parent, or any corporate affiliate) who, without other solicitation, responds to
such an advertisement or applies for employment without solicitation.
4.250 STATE OWNERSHIP AND USE
The Broker shall provide to DMA all data files and documentation specifically
developed by the Broker for use with the Georgia NET Program, to include but
limited to:
. All data files in the most current version;
. Operational Procedures Manuals and other documentation;
. System and program documentation in a form usable and acceptable to DMA,
describing the most current version of the system;
23
. A complete description of the hardware, software, and communication
environment used by the Broker in support of the NET Program;
. Training programs for DMA staff, its agents or designated
representatives in the operation and maintenance of the Broker's system;
and
. Any and all performance enhancing operational plans.
This obligation is not subject to any limitation in any respect, whether by
claim for the cost of any part of the system as proprietary or by failure to
claim for cost of any part of the system.
4.260 STATE PROPERTY
The Contractor shall be responsible for the proper custody and care of any
state-owned property furnished for use in connection with the performance of the
contract; and the Contractor will reimburse DMA for any loss or damage thereto;
normal wear and tear expected.
4.270 NOTICES
All notices under this contract shall be deemed duly given upon delivery, if
delivered by hand (against receipt); or three (3) calendar days after posting,
if sent by registered or certified mail, return receipt requested, to a party
hereto at the addresses set forth below or to such other address as a party may
designate by notice pursuant hereto.
DMA Contract Administrator
Xxxxxxxx Xxxxxxx
Contract Administration
Department of Medical Assistance
40th Floor
0 Xxxxxxxxx Xxxxxx, X.X.
Atlanta, Georgia 30303
DOAS Contract Issuing Officer
Xxxxx Xxxxxxx, Technical Procurement Manager
State Purchasing Office
Department of Administrative Services
0000 Xxxx Xxxxx Xxxxxxxx Memorial Building
000 Xxxxxxxx Xxxxxx, X.X.
Xxxxx 0000, Xxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000-9010
Vendor Representative and Address:
Automated Dispatch Solutions, Inc.
ATTN: Xxxx Xxxxxxxx
0000 XX 00xx Xxxxxx, Xxx. 000
Xxxxx, XX 00000
24
4.280 SURVIVAL
The terms, provisions, representatives and warranties contained in this contract
shall survive the development and submission of all required deliverables and
the payment of the purchase price thereof.
4.290 ATTORNEY'S FEES
In the event that the state should prevail in any legal action arising out of
the performance or non-performance of this contract, the Contractor shall pay,
in addition to any damages, all expenses of such action including reasonable
attorneys' fees and costs regardless that DMA is represented by the Attorney
General. The term legal action shall be deemed to include administrative
proceedings of all kinds, as well as all actions at law or equity.
4.300 WAIVER
The waiver by DMA of any breech of any provision contained in this contract
shall not be deemed to be a waiver of such provision on any subsequent breech of
the same or any other provision contained in this contract and shall not
establish a course of performance between the parties contradictory to the terms
hereof.
4.310 AUTHORITY
Each party has full power and authority to enter into and perform this contract,
and the person signing this contract on behalf of each party certifies that such
person has been properly authorized and empowered to enter into this contract.
Each party further acknowledges that it has read this contract, understands it,
and agrees to be bound by it.
4.320 SEVERABILITY
If any provision of the contract (including items incorporated by reference) is
declared or found to be illegal, unenforceable, or void, then both DMA and the
Contractor shall be relieved of all obligations arising under such provision; if
the remainder of the contract is capable of performance, it shall not, at the
sole option of DMA, be affected by such declaration or finding and shall be
fully performed.
4.330 ASSIGNABILITY
The Contractor shall not assign this contract to any third party without prior
written approval by DMA.
4.340 AMENDMENTS IN WRITING
No amendment to this contract shall be effective unless it is in writing and
signed by duly authorized representatives of the Contractor, DMA and DOAS.
25
4.350 ENTIRE AGREEMENT
This contract constitutes the entire agreement between the parties with respect
to the subject matter. No written or oral agreements, representatives,
statements, negotiations, understandings, or discussions which are not set out,
referenced, or specifically incorporated in this contract shall in no way be
binding or of affect between the parties.
26
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this contract this 17th day of
July, 1997.
DEPARTMENT OF MEDICAL ASSISTANCE
BY:
Xxxxxxxx X. Xxxxx
Commissioner
DEPARTMENT OF ADMINISTRATIVE SERVICES
BY: Xxxxx X. Xxxxxxx
----------------
Signature/Date
Purchasing Agent
----------------
Title
CONTRACTOR
Automated Dispatch Solutions, Inc.
----------------------------------
Contractor Name
BY: 4/25/97
-------
Signature Date
C.E.O.
------
Title
4/25/97 Signed before me this 25 day of April, 1997
at to Automated Dispatch Solutions, Inc., Xxxx Xxxxxxxx
known to me
Notary Public
27
AMENDMENT NO. 1
TO THE
CONTRACT BETWEEN
THE DEPARTMENT OF ADMINISTRATIVE SERVICES
ON BEHALF OF
THE DEPARTMENT OF MEDICAL ASSISTANCE
AND
LOGISTICARE
RFP NO. 000-00-00000
AMENDMENT #1 TO THE CONTRACT BETWEEN THE DEPARTMENT OF
ADMINISTRATIVE SERVICES (DOAS) ON BEHALF OF THE DEPARTMENT
OF MEDICAL ASSISTANCE AND NON-EMERGENCY BROKER
WHEREAS, The Department of Medical Assistance (hereinafter called the
"Department") and LogistiCare, formerly known as Automated Dispatch Solutions,
Inc. (ADS), (hereinafter called the "Contractor") executed a Contract for the
development and administration of a broker system for the provision of a non-
emergency transportation system in the Central, Southwest and East NET Regions
on behalf of the Georgia Department of Medical Assistance, including in its
terms RFP No. 000-00-00000, (hereinafter called the "Contract");
WHEREAS, DMA and the Contractor desire to amend the above-referenced
Contract pursuant to 4.020 by modifying the reimbursement methodology and
certain other provisions of the 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 agreement (hereinafter
called the "Amendment") and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Department and the Contractor,
with the express consent of DOAS, hereby agree:
I. Effective April 1, 1998, the Department agrees to implement a policy
which eliminates the Contractor's obligation to transport nursing home
recipients to mental health services with specified exemptions.
II. The Department agrees to review the appropriateness of treatment in the
delivery of outpatient mental health services affecting NET utilization
and to report the results of such review to Contractor no later than
June 30, 1998.
III. The Department agrees not to print the Contractor's name or phone number
on any Medicaid cards issued on or after May 1, 1998.
XX.Xx modify the RFP/Contract as specified:
A. Add Number 5 to subsection 3.011, Modes of Transportation to read
---
as follows:
5. COMMERCIAL TAXI SERVICES: The Contractor is allowed to use
commercial taxi services to supplement its ambulatory services.
B. Add new paragraph to subsection 3.020, Reimbursement, to read as
---
follows:
Any advance payments made to the Contractor shall be deducted by
the Department from future payments owed to the Contractor during
the same fiscal year.
C. Add new bullet to subsection 3.120, Page 9, regarding
---
Transportation to read as follows:
. utilizing commercial taxi services to supplement ambulatory services.
X. Xxxxxx subsection 3.130, Page 9, regarding RECIPIENT EDUCATION AND
------
APPLICATION FOR SERVICES, Paragraph 2, to read as follows:
The Broker is responsible for developing an educational plan for recipients
that includes at least the following: initial mailing and any other
mutually agreed upon notices to recipients within their region, as defined
below. All notices shall be reviewed and approved by DMA prior to mailing.
X. Xxxxxx the paragraph entitled MONTHLY NOTICE, in subsection 3.130.
------
F. Add new paragraph to subsection 3.132, Validity of Information to read as
---
follows:
The Department agrees that if and when Contractor identifies specific
recipients or facilities acting on behalf of recipients which, based upon
criteria established by the Contractor and approved by the Department (such
approval shall not be unreasonably withheld and shall be granted or denied
within ten work days of submission of the criteria to the Department),
appear to be receiving or requesting NET services which are not within the
scope of the services required under the Contract, it will be the
obligation of the recipient or facilities to prove that the requested
services are allowable. Until such proof is provided and verified, under
penalty of Medicaid fraud, the Department agrees that Contractor may deny
service.
G. Modify subsection 3.210, Page 14, Paragraphs 2 and 3 regarding Hours of
------
Operation.
. The Broker shall provide scheduling services with sufficient capacity
Monday through Friday, 8:00 a.m. to 6:00 p.m., Eastern Time with no
routine scheduling hours on Saturdays. Time of the actual transport
is predicated on the need of the recipient. Scheduling and business
functions may be closed for New Year's Day, Memorial Day, July 4th,
Labor Day, Thanksgiving Day, and Christmas Day.
. The Broker must have a telephone system and appropriate personnel
available to allow for "paging" after-hours, including Saturdays,
Sundays and stated holidays. The Broker will be responsible for
arranging transportation services for appointments, urgent care and
replacing disabled vehicles after hours.
H. Modify subsection 3.320, Page 29, Paragraph 3 to read as follows:
------
. The Project manager of the contract and scheduling staff must be
located at the central business office in each NET region. Scheduling
staff must be at the office between the hours of 8:00 a.m. and 6:00
p.m., Eastern time, Monday through Friday.
I. Modify subsection 3.260 to allow the Contractor to establish and implement
------
its own Driver, Attendant, and Service Personnel Training standards, in
lieu of the standards specified in the RFP, subject to receipt of written
advance approval from the Department.
X. Xxxxxx subsection 6.420, COST DETAILS FOR PRICING PROPOSAL.
------
K. Add new paragraph to subsection 6.433, Monthly Operational Payment, to read
---
as follows:
Any advance payments made to the Contractor shall be deducted by the
Department from future payments owed to the Contractor during the same
fiscal year.
L. Delete Appendix D-5, Price Proposal and substitute Attachment A,
------
incorporated by reference into this Amendment, to reflect payment
modifications.
M. Modify subsection 4.000, Paragraph 2, to read as follows:
------
In the event of a conflict in language between the various documents
incorporated into this Contract, the provisions and requirements set forth
in this Contract shall govern unless otherwise specified in the Contract.
In the event of a conflict between the language of the RFP, as amended, and
the Contractor's proposal, the language in the RFP shall govern.
N. Add new section, 4.116, Complaints, to read as follows:
---
The Department agrees that effective immediately any and all parties (other
than elected or appointed officials or state government employees or
representatives) verbally informing the Department of Non-Emergency
Transportation service issues in the Contractor's region (hereinafter
"Complainants") shall be informed by the Department that such service
issues will not be handled by the Department directly and must be addressed
by such Complainants directly to Contractor and the Department and
Contractor agree that such complaints shall be handled in the manner
described in the RFP. The Department shall not become directly involved
with the processing of service issues identified verbally by Complainants
except in accordance with the procedures regarding appeals described in the
RFP. Additionally, the Department agrees to inform any and all
transportation providers who complain to the Department in written or
verbal form that such issues will not be handled by the Department and must
be addressed by such transportation providers directly to Contractor. The
Department agrees that the manner in which Contractor manages its
relationship with any and all transportation providers is within the
Contractor's discretion. Nothing herein shall prevent the Department from
exercising its rights under the RFP and to the extent that the provisions
of this paragraph specifically conflict with the RFP, the RFP shall be
controlling.
O. Modify subsection 4.120 (F.) BUSINESS REQUIREMENTS, Number 1, Paragraph 2,
------
Page 15 to read as follows:
. Telephone operating hours are 8:00 a.m. to 6:00 p.m. Eastern Time,
Monday through Friday with no routine scheduling hours on Saturdays
unless otherwise approved by DMA.
X. Xxxxxx subsection 4.120 (G.) RECIPIENT NOTICES, Item 2, Page 17.
------
Q. Add new bullet in the Contract, subsection 4.250, State Ownership and Use
---
to read as follows:
. Any Driver, Attendant, and Service Personnel training standards
established and implemented in lieu of standards specified in 3.260.
R. Replace Appendix J, Glossary, Page 1, Business Day and Page 6, Scheduling
------- ------------ ----------
Day/Hours, to read as follows:
---------
Business Day -- The business office must be open between the hours of
------------
8:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday.
Scheduling staff must be at the office between the hours of 8:00 a.m.
and 6:00 p.m.., Eastern time, Monday through Friday with no routine
scheduling hours on Saturdays.
Scheduling Day/Hours -- Any day or time when the Broker is expected,
--------------------
under the terms of this contract, to have personnel available for
scheduling NET services. Designated hours during which scheduling of
appointments can be done is a mandated function of the Broker. The
hours of 8:00 a.m. to 6:00 p.m., Eastern time, Monday through Friday
with no routine scheduling hours on Saturdays.
S. Delete Appendix J, Glossary, Page 8, last paragraph.
------
DMA and the 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.
This Amendment shall be binding and inure to the benefit of the parties hereto,
their heirs, representatives, successors and assigns. Whenever the provisions
of the Amendment and the Contract are in conflict, the provisions of the
Amendment shall take precedence and control.
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 DMA 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 valid.
The Contract and this Amendment constitute the entire agreement between the
parties with respect to the subject matter hereof and supersede all prior
negotiations, representations or contracts, either written or oral, between the
parties hereto relating to the subject matter hereof and shall be independent of
and have no effect upon any other contracts.
This Amendment shall remain effective for so long as the Contract is in effect.
This Amendment shall be construed in accordance with the laws of the State of
Georgia.
IN WITNESS WHEREOF, DMA, the Contractor, and DOAS through their authorized
officers and agents have caused this Amendment to be executed on their behalf,
all on the date, month and year written below.
DEPARTMENT OF MEDICAL ASSISTANCE
BY: /s/ Xxxxxxx X. Xxxxxx 3-2-98
--------------------- ------
Xxxxxxx X. Xxxxxx, M.D., M.P.H. Date
Commissioner
DEPARTMENT OF ADMINISTRATIVE SERVICES
BY: /s/ 3/5/98
--- ------
Signature Date
Tech Procurement Mgr.
---------------------
Title
CONTRACTOR
LogistiCare
-----------
Contractor Name
BY: /s/ 3-3-98
--- ------
Signature Date
President/CEO
-------------
Title
IN WITNESS WHEREOF, DMA, the Contractor, and DOAS through their
authorized officers and agents have caused this Amendment to be executed on
their behalf, all on the date, month and year written below.
DEPARTMENT OF MEDICAL ASSISTANCE
BY: /s/ Xxxxxxx X. Xxxxxx 3-2-98
--------------------- ------
Xxxxxxx X. Xxxxxx, M.D., M.P.H. Date
Commissioner
DEPARTMENT OF ADMINISTRATIVE SERVICES
BY: /s/ 3/5/98
--- ------
Signature Date
Tech Procurement Mgr.
---------------------
Title
CONTRACTOR
LogistiCare
-----------
Contractor Name
BY: /s/ 3-3-98
--- ------
Signature Date
President/CEO
-------------
Title
PRICE PROPOSAL
CENTRAL NET REGION
-----------------------------------------------------------------------------------------------------
A. IMPLEMENTATION PERIOD (FEE NOT TO EXCEED $200,000)
-----------------------------------------------------------------------------------------------------
Maximum Monthly Proposed Monthly Number of Months
Period Amount per Eligible Amount per Eligible in Period
(Column 1) (Column 2) (Column 3)
-----------------------------------------------------------------------------------------------------
B. 1/ST/ CONTRACT SERVICE PERIOD $3.00 $3.90 4
(10/1/97 - 1/31/98)
-----------------------------------------------------------------------------------------------------
C. 2/ND/ CONTRACT SERVICE PERIOD $3.00 $9.35 5
(2/1/98 - 6/30/98)
-----------------------------------------------------------------------------------------------------
D. 3/RD/ CONTRACT SERVICE PERIOD $2.75 $6.93 12
(7/1/98 - 6/30/99)
-----------------------------------------------------------------------------------------------------
E. 4/TH/ CONTRACT SERVICE PERIOD $2.50 $6.93 12
(7/1/99 - 6/30/00)
-----------------------------------------------------------------------------------------------------
SIGNED:
XXXXXXX'S COMMITTING AUTHORITY DATE
PRICE PROPOSAL
SOUTHWEST NET REGION
-----------------------------------------------------------------------------------------------------
A. IMPLEMENTATION PERIOD (FEE NOT TO EXCEED $200,000)
-----------------------------------------------------------------------------------------------------
Maximum Monthly Proposed Monthly Number of Months
Period Amount per Eligible Amount per Eligible in Period
(Column 1) (Column 2) (Column 3)
-----------------------------------------------------------------------------------------------------
B. 1/ST/ CONTRACT SERVICE PERIOD $3.00 $3.00 4
(10/1/97 - 1/31/98)
-----------------------------------------------------------------------------------------------------
$3.00 $7.02 5
C. 2/ND/ CONTRACT SERVICE PERIOD
(2/1/98 - 6/30/98)
-----------------------------------------------------------------------------------------------------
D. 3/RD/ CONTRACT SERVICE PERIOD $2.75 $5.23 12
(7/1/98 - 6/30/99)
-----------------------------------------------------------------------------------------------------
E. 4/TH/ CONTRACT SERVICE PERIOD $2.50 $5.23 12
(7/1/99 - 6/30/00
-----------------------------------------------------------------------------------------------------
SIGNED:
XXXXXXX'S COMMITTING AUTHORITY DATE
PRICE PROPOSAL
EAST NET REGION
-----------------------------------------------------------------------------------------------------
A. IMPLEMENTATION PERIOD (FEE NOT TO EXCEED $200,000)
-----------------------------------------------------------------------------------------------------
Maximum Monthly Proposed Monthly Number of Months
Period Amount per Eligible Amount per Eligible in Period
(Column 1) (Column 2) (Column 3)
-----------------------------------------------------------------------------------------------------
B. 1/ST/ CONTRACT SERVICE PERIOD $3.00 $3.00 4
(10/1/97 - 1/31/98)
-----------------------------------------------------------------------------------------------------
C. 2/ND/ CONTRACT SERVICE PERIOD $3.00 $6.38 5
(2/1/98 - 6/30/98)
-----------------------------------------------------------------------------------------------------
D. 3/RD/ CONTRACT SERVICE PERIOD $2.75 $4.88 12
(7/1/98 - 6/30/99)
-----------------------------------------------------------------------------------------------------
E. 4/TH/ CONTRACT SERVICE PERIOD $2.50 $4.88 12
(7/1/99 - 6/30/00)
-----------------------------------------------------------------------------------------------------
SIGNED:
XXXXXXX'S COMMITTING AUTHORITY DATE
PRICE PROPOSAL
CENTRAL NET REGION
-----------------------------------------------------------------------------------------------------
A. IMPLEMENTATION PERIOD (FEE NOT TO EXCEED $200,000)
-----------------------------------------------------------------------------------------------------
Maximum Monthly Proposed Monthly Number of Months
Period Amount per Eligible Amount per Eligible in Period
(Column 1) (Column 2) (Column 3)
-----------------------------------------------------------------------------------------------------
B. 1/ST/ CONTRACT SERVICE PERIOD $3.00 $3.90 4
(10/1/97 - 1/31/98)
-----------------------------------------------------------------------------------------------------
C. 2/ND/ CONTRACT SERVICE PERIOD $3.00 $9.35 5
(2/1/98 - 6/30/98)
-----------------------------------------------------------------------------------------------------
D. 3/RD/ CONTRACT SERVICE PERIOD $2.75 $6.93 12
(7/1/98 - 6/30/99)
-----------------------------------------------------------------------------------------------------
E. 4/TH/ CONTRACT SERVICE PERIOD $2.50 $6.93 12
(7/1/99 - 6/30/00)
-----------------------------------------------------------------------------------------------------
SIGNED:
XXXXXXX'S COMMITTING AUTHORITY DATE
PRICE PROPOSAL
SOUTHWEST NET REGION
-----------------------------------------------------------------------------------------------------
A. IMPLEMENTATION PERIOD (FEE NOT TO EXCEED $200,000)
-----------------------------------------------------------------------------------------------------
Maximum Monthly Proposed Monthly Number of Months
Period Amount per Eligible Amount per Eligible in Period
(Column 1) (Column 2) (Column 3)
-----------------------------------------------------------------------------------------------------
B. 1/ST/ CONTRACT SERVICE PERIOD $3.00 $3.00 4
(10/1/97 - 1/31/98)
-----------------------------------------------------------------------------------------------------
C. 2/ND/ CONTRACT SERVICE PERIOD $3.00 $7.02 5
(2/1/98 - 6/30/98)
-----------------------------------------------------------------------------------------------------
D. 3/RD/ CONTRACT SERVICE PERIOD $2.75 $5.23 12
(7/1/98 - 6/30/99)
-----------------------------------------------------------------------------------------------------
E. 4/TH/ CONTRACT SERVICE PERIOD $2.50 $5.23 12
(7/1/99 - 6/30/00
-----------------------------------------------------------------------------------------------------
SIGNED:
XXXXXXX'S COMMITTING AUTHORITY DATE
AMENDMENT NO. 1
TO THE
CONTRACT BETWEEN
THE DEPARTMENT OF ADMINISTRATIVE SERVICES
ON BEHALF OF
THE DEPARTMENT OF MEDICAL ASSISTANCE
AND
LOGISTICARE
RFP NO. 000-00-00000
AMENDMENT #1 TO THE CONTRACT BETWEEN THE DEPARTMENT OF
ADMINISTRATIVE SERVICES (DOAS) ON BEHALF OF THE DEPARTMENT
OF MEDICAL ASSISTANCE AND NON-EMERGENCY BROKER
WHEREAS, The Department of Medical Assistance (hereinafter called the
"Department") and LogistiCare, formerly known as Automated Dispatch Solutions,
Inc. (ADS), (hereinafter called the "Contractor") executed a Contract for the
development and administration of a broker system for the provision of a non-
emergency transportation system in the Central, Southwest and East NET Regions
on behalf of the Georgia Department of Medical Assistance, including in its
terms RFP No. 000-00-00000, (hereinafter called the "Contract");
WHEREAS, DMA and the Contractor desire to amend the above-referenced
Contract pursuant to 4.020 by modifying the reimbursement methodology and
certain other provisions of the 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 agreement (hereinafter
called the "Amendment") and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Department and the Contractor,
with the express consent of DOAS, hereby agree:
I. Effective April 1, 1998, the Department agrees to implement a policy which
eliminates the Contractor's obligation to transport nursing home recipients
to mental health services with specified exemptions.
II. The Department agrees to review the appropriateness of treatment in the
delivery of outpatient mental health services affecting NET utilization and
to report the results of such review to Contractor no later than June 30,
1998.
III. The Department agrees not to print the Contractor's name or phone number on
any Medicaid cards issued on or after May 1, 1998.
IV. To modify the RFP/Contract as specified:
A. Add Number 5 to subsection 3.011, Modes of Transportation to read as
---
follows:
5. COMMERCIAL TAXI SERVICES: The Contractor is allowed to use
commercial taxi services to supplement its ambulatory services.
B. Add new paragraph to subsection 3.020, Reimbursement, to read as
---
follows:
Any advance payments made to the Contractor shall be deducted by the
Department from future payments owed to the Contractor during the same
fiscal year.
2
C. Add new bullet to subsection 3.120, Page 9, regarding Transportation
---
to read as follows:
. utilizing commercial taxi services to supplement ambulatory
services.
X. Xxxxxx subsection 3.130, Page 9, regarding RECIPIENT EDUCATION AND
------
APPLICATION FOR SERVICES, Paragraph 2, to read as follows:
The Broker is responsible for developing an educational plan for
recipients that includes at least the following: initial mailing and
any other mutually agreed upon notices to recipients within their
region, as defined below. All notices shall be reviewed and approved
by DMA prior to mailing.
X. Xxxxxx the paragraph entitled MONTHLY NOTICE, in subsection 3.130.
------
F. Add new paragraph to subsection 3.132, Validity of Information to read
---
as follows:
The Department agrees that if and when Contractor identifies specific
recipients or facilities acting on behalf of recipients which, based
upon criteria established by the Contractor and approved by the
Department (such approval shall not be unreasonably withheld and shall
be granted or denied within ten work days of submission of the
criteria to the Department), appear to be receiving or requesting NET
services which are not within the scope of the services required under
the Contract, it will be the obligation of the recipient or facilities
to prove that the requested services are allowable. Until such proof
is provided and verified, under penalty of Medicaid fraud, the
Department agrees that Contractor may deny service.
G. Modify subsection 3.210, Page 14, Paragraphs 2 and 3 regarding Hours
------
of Operation.
. The Broker shall provide scheduling services with sufficient
capacity Monday through Friday, 8:00 a.m. to 6:00 p.m., Eastern
Time with no routine scheduling hours on Saturdays. Time of the
actual transport is predicated on the need of the recipient.
Scheduling and business functions may be closed for New Year's
Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, and
Christmas Day.
. The Broker must have a telephone system and appropriate personnel
available to allow for "paging" after-hours, including Saturdays,
Sundays and stated holidays. The Broker will be responsible for
arranging transportation services for appointments, urgent care
and replacing disabled vehicles after hours.
3
H. Modify subsection 3.320, Page 29, Paragraph 3 to read as follows:
------
. The Project manager of the contract and scheduling staff must be
located at the central business office in each NET region.
Scheduling staff must be at the office between the hours of 8:00
a.m. and 6:00 p.m., Eastern time, Monday through Friday.
I. Modify subsection 3.260 to allow the Contractor to establish and
------
implement its own Driver, Attendant, and Service Personnel Training
standards, in lieu of the standards specified in the RFP, subject to
receipt of written advance approval from the Department.
X. Xxxxxx subsection 6.420, COST DETAILS FOR PRICING PROPOSAL.
------
K. Add new paragraph to subsection 6.433, Monthly Operational Payment, to
---
read as follows:
Any advance payments made to the Contractor shall be deducted by the
Department from future payments owed to the Contractor during the same
fiscal year.
L. Delete Appendix D-5, Price Proposal and substitute Attachment A,
------
incorporated by reference into this Amendment, to reflect payment
modifications.
M. Modify subsection 4.000, Paragraph 2, to read as follows:
------
In the event of a conflict in language between the various documents
incorporated into this Contract, the provisions and requirements set
forth in this Contract shall govern unless otherwise specified in the
Contract. In the event of a conflict between the language of the RFP,
as amended, and the Contractor's proposal, the language in the RFP
shall govern.
N. Add new section, 4.116, Complaints, to read as follows:
---
The Department agrees that effective immediately any and all parties
(other than elected or appointed officials or state government
employees or representatives) verbally informing the Department of
Non-Emergency Transportation service issues in the Contractor's region
(hereinafter "Complainants") shall be informed by the Department that
such service issues will not be handled by the Department directly and
must be addressed by such Complainants directly to Contractor and the
Department and Contractor agree that such complaints shall be handled
in the manner described in the RFP. The Department shall not become
directly involved with the processing of service issues identified
verbally by Complainants except in accordance with the procedures
regarding appeals described in the RFP. Additionally, the Department
agrees to inform any and all transportation providers who complain to
the Department in written or verbal
4
form that such issues will not be handled by the Department and must
be addressed by such transportation providers directly to Contractor.
The Department agrees that the manner in which Contractor manages its
relationship with any and all transportation providers is within the
Contractor's discretion. Nothing herein shall prevent the Department
from exercising its rights under the RFP and to the extent that the
provisions of this paragraph specifically conflict with the RFP, the
RFP shall be controlling.
O. Modify subsection 4.120 (F.) BUSINESS REQUIREMENTS, Number 1,
------
Paragraph 2, Page 15 to read as follows:
. Telephone operating hours are 8:00 a.m. to 6:00 p.m. Eastern
Time, Monday through Friday with no routine scheduling hours on
Saturdays unless otherwise approved by DMA.
X. Xxxxxx subsection 4.120 (G.) RECIPIENT NOTICES, Item 2, Page 17.
------
Q. Add new bullet in the Contract, subsection 4.250, State Ownership and
---
Use to read as follows:
. Any Driver, Attendant, and Service Personnel training standards
established and implemented in lieu of standards specified in
3.260.
R. Replace Appendix J, Glossary, Page 1, Business Day and Page 6,
------- ------------
Scheduling Day/Hours, to read as follows:
---------- ---------
Business Day -- The business office must be open between the
------------
hours of 8:00 a.m. and 5:00 p.m., Eastern time, Monday through
Friday. Scheduling staff must be at the office between the hours
of 8:00 a.m. and 6:00 p.m.., Eastern time, Monday through Friday
with no routine scheduling hours on Saturdays.
Scheduling Day/Hours -- Any day or time when the Broker is
--------------------
expected, under the terms of this contract, to have personnel
available for scheduling NET services. Designated hours during
which scheduling of appointments can be done is a mandated
function of the Broker. The hours of 8:00 a.m. to 6:00 p.m.,
Eastern time, Monday through Friday with no routine scheduling
hours on Saturdays.
S. Delete Appendix J, Glossary, Page 8, last paragraph.
------
DMA and the 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.
5
This Amendment shall be binding and inure to the benefit of the parties hereto,
their heirs, representatives, successors and assigns. Whenever the provisions
of the Amendment and the Contract are in conflict, the provisions of the
Amendment shall take precedence and control.
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 DMA 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 valid.
The Contract and this Amendment constitute the entire agreement between the
parties with respect to the subject matter hereof and supersede all prior
negotiations, representations or contracts, either written or oral, between the
parties hereto relating to the subject matter hereof and shall be independent of
and have no effect upon any other contracts.
This Amendment shall remain effective for so long as the Contract is in effect.
This Amendment shall be construed in accordance with the laws of the State of
Georgia.
6
IN WITNESS WHEREOF, DMA, the Contractor, and DOAS through their authorized
officers and agents have caused this Amendment to be executed on their behalf,
all on the date, month and year written below.
DEPARTMENT OF MEDICAL ASSISTANCE
BY: /s/ Xxxxxxx X. Xxxxxx 3-2-98
--------------------- ------
Xxxxxxx X. Xxxxxx, M.D., M.P.H. Date
Commissioner
DEPARTMENT OF ADMINISTRATIVE SERVICES
BY: /s/ 3/5/98
--- ------
Signature Date
Tech Procurement Mgr.
---------------------
Title
CONTRACTOR
Logisticare
-----------
Contractor Name
BY: /s/ 3-3-98
--- ------
Signature Date
President/CEO
-------------
Title
7
AMENDMENT NO. 1
TO THE
CONTRACT BETWEEN
THE DEPARTMENT OF ADMINISTRATIVE SERVICES
ON BEHALF OF
THE DEPARTMENT OF MEDICAL ASSISTANCE
AND
LOGISTICARE
RFP NO. 000-00-00000
AMENDMENT #1 TO THE CONTRACT BETWEEN THE DEPARTMENT OF
ADMINISTRATIVE SERVICES (DOAS) ON BEHALF OF THE DEPARTMENT
OF MEDICAL ASSISTANCE AND NON-EMERGENCY BROKER
WHEREAS, The Department of Medical Assistance (hereinafter called the
"Department") and LogistiCare, formerly known as Automated Dispatch Solutions,
Inc. (ADS), (hereinafter called the "Contractor") executed a Contract for the
development and administration of a broker system for the provision of a non-
emergency transportation system in the Central, Southwest and East NET Regions
on behalf of the Georgia Department of Medical Assistance, including in its
terms RFP No. 000-000-0000, (hereinafter called the "Contract");
WHEREAS, DMA and the Contractor desire to amend the above-referenced
Contract pursuant to 4.020 by modifying the reimbursement methodology and
certain other provisions of the 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 agreement (hereinafter
called the "Amendment") and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Department and the Contractor,
with the express consent of DOAS, hereby agree:
I. Effective April 1, 1998, the Department agrees to implement a policy which
eliminates the Contractor's obligation to transport nursing home recipients
to mental health services with specified exemptions.
II. The Department agrees to review the appropriateness of treatment in the
delivery of outpatient mental health services affecting NET utilization and
to report the results of such review to Contractor no later than June 30,
1998.
III. The Department agrees not to print the Contractor's name or phone number on
any Medicaid cards issued on or after May 1, 1998.
IV. To modify the RFP/Contract as specified:
A. Add Number 5 to subsection 3.011, Modes of Transportation to read as
---
follows:
5. COMMERCIAL TAXI SERVICES: The Contractor is allowed to use
commercial taxi services to supplement its ambulatory services.
B. Add new paragraph to subsection 3.020, Reimbursement, to read as
---
follows:
Any advance payments made to the Contractor shall be deducted by the
Department from future payments owed to the Contractor during the same
fiscal year.
2
C. Add new bullet to subsection 3.120, Page 9, regarding Transportation
---
to read as follows:
. utilizing commercial taxi services to supplement ambulatory
services.
X. Xxxxxx subsection 3.130, Page 9, regarding RECIPIENT EDUCATION AND
------
APPLICATION FOR SERVICES, Paragraph 2, to read as follows:
The Broker is responsible for developing an educational plan for
recipients that includes at least the following: initial mailing and
any other mutually agreed upon notices to recipients within their
region, as defined below. All notices shall be reviewed and approved
by DMA prior to mailing.
X. Xxxxxx the paragraph entitled MONTHLY NOTICE, in subsection 3.130.
------
F. Add new paragraph to subsection 3.132, Validity of Information to read
---
as follows:
The Department agrees that if and when Contractor identifies specific
recipients or facilities acting on behalf of recipients which, based
upon criteria established by the Contractor and approved by the
Department (such approval shall not be unreasonably withheld and shall
be granted or denied within ten work days of submission of the
criteria to the Department), appear to be receiving or requesting NET
services which are not within the scope of the services required under
the Contract, it will be the obligation of the recipient or facilities
to prove that the requested services are allowable. Until such proof
is provided and verified, under penalty of Medicaid fraud, the
Department agrees that Contractor may deny service.
G. Modify subsection 3.210, Page 14, Paragraphs 2 and 3 regarding Hours
------
of Operation.
. The Broker shall provide scheduling services with sufficient
capacity Monday through Friday, 8:00 a.m. to 6:00 p.m., Eastern
Time with no routine scheduling hours on Saturdays. Time of the
actual transport is predicated on the need of the recipient.
Scheduling and business functions may be closed for New Year's
Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, and
Christmas Day.
. The Broker must have a telephone system and appropriate personnel
available to allow for "paging" after-hours, including Saturdays,
Sundays and stated holidays. The Broker will be responsible for
arranging transportation services for appointments, urgent care
and replacing disabled vehicles after hours.
3
H. Modify subsection 3.320, Page 29, Paragraph 3 to read as follows:
------
. The Project manager of the contract and scheduling staff must be
located at the central business office in each NET region.
Scheduling staff must be at the office between the hours of 8:00
a.m. and 6:00 p.m., Eastern time, Monday through Friday.
I. Modify subsection 3.260 to allow the Contractor to establish and
------
implement its own Driver, Attendant, and Service Personnel Training
standards, in lieu of the standards specified in the RFP, subject to
receipt of written advance approval from the Department.
X. Xxxxxx subsection 6.420, COST DETAILS FOR PRICING PROPOSAL.
------
K. Add new paragraph to subsection 6.433, Monthly Operational Payment, to
---
read as follows:
Any advance payments made to the Contractor shall be deducted by the
Department from future payments owed to the Contractor during the same
fiscal year.
L. Delete Appendix D-5, Price Proposal and substitute Attachment A,
------
incorporated by reference into this Amendment, to reflect payment
modifications.
M. Modify subsection 4.000, Paragraph 2, to read as follows:
------
In the event of a conflict in language between the various documents
incorporated into this Contract, the provisions and requirements set
forth in this Contract shall govern unless otherwise specified in the
Contract. In the event of a conflict between the language of the RFP,
as amended, and the Contractor's proposal, the language in the RFP
shall govern.
N. Add new section, 4.116, Complaints, to read as follows:
---
The Department agrees that effective immediately any and all parties
(other than elected or appointed officials or state government
employees or representatives) verbally informing the Department of
Non-Emergency Transportation service issues in the Contractor's region
(hereinafter "Complainants") shall be informed by the Department that
such service issues will not be handled by the Department directly and
must be addressed by such Complainants directly to Contractor and the
Department and Contractor agree that such complaints shall be handled
in the manner described in the RFP. The Department shall not become
directly involved with the processing of service issues identified
verbally by Complainants except in accordance with the procedures
regarding appeals described in the RFP. Additionally, the Department
agrees to inform any and all transportation providers who complain to
the Department in written or verbal
4
form that such issues will not be handled by the Department and must
be addressed by such transportation providers directly to Contractor.
The Department agrees that the manner in which Contractor manages its
relationship with any and all transportation providers is within the
Contractor's discretion. Nothing herein shall prevent the Department
from exercising its rights under the RFP and to the extent that the
provisions of this paragraph specifically conflict with the RFP, the
RFP shall be controlling.
O. Modify subsection 4.120 (F.) BUSINESS REQUIREMENTS, Number 1,
------
Paragraph 2, Page 15 to read as follows:
. Telephone operating hours are 8:00 a.m. to 6:00 p.m. Eastern
Time, Monday through Friday with no routine scheduling hours on
Saturdays unless otherwise approved by DMA.
X. Xxxxxx subsection 4.120 (G.) RECIPIENT NOTICES, Item 2, Page 17.
------
Q. Add new bullet in the Contract, subsection 4.250, State Ownership and
---
Use to read as follows:
. Any Driver, Attendant, and Service Personnel training standards
established and implemented in lieu of standards specified in
3.260.
R. Replace Appendix J, Glossary, Page 1, Business Day and Page 6,
------- ------------
Scheduling Day/Hours, to read as follows:
---------- ---------
Business Day -- The business office must be open between the
------------
hours of 8:00 a.m. and 5:00 p.m., Eastern time, Monday through
Friday. Scheduling staff must be at the office between the hours
of 8:00 a.m. and 6:00 p.m.., Eastern time, Monday through Friday
with no routine scheduling hours on Saturdays.
Scheduling Day/Hours -- Any day or time when the Broker is
--------------------
expected, under the terms of this contract, to have personnel
available for scheduling NET services. Designated hours during
which scheduling of appointments can be done is a mandated
function of the Broker. The hours of 8:00 a.m. to 6:00 p.m.,
Eastern time, Monday through Friday with no routine scheduling
hours on Saturdays.
S. Delete Appendix J, Glossary, Page 8, last paragraph.
------
DMA and the 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.
5
This Amendment shall be binding and inure to the benefit of the parties hereto,
their heirs, representatives, successors and assigns. Whenever the provisions
of the Amendment and the Contract are in conflict, the provisions of the
Amendment shall take precedence and control.
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 DMA 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 valid.
The Contract and this Amendment constitute the entire agreement between the
parties with respect to the subject matter hereof and supersede all prior
negotiations, representations or contracts, either written or oral, between the
parties hereto relating to the subject matter hereof and shall be independent of
and have no effect upon any other contracts.
This Amendment shall remain effective for so long as the Contract is in effect.
This Amendment shall be construed in accordance with the laws of the State of
Georgia.
6
PRICE PROPOSAL
EAST NET REGION
-----------------------------------------------------------------------------------------------------
A. IMPLEMENTATION PERIOD (FEE NOT TO EXCEED $200,000)
-----------------------------------------------------------------------------------------------------
Maximum Monthly Proposed Monthly Number of Months
Period Amount per Eligible Amount per Eligible in Period
(Column 1) (Column 2) (Column 3)
-----------------------------------------------------------------------------------------------------
B. 1/ST/ CONTRACT SERVICE PERIOD $3.00 $3.00 4
(10/1/97 - 1/31/98)
-----------------------------------------------------------------------------------------------------
C. 2/ND/ CONTRACT SERVICE PERIOD $3.00 $6.38 5
(2/1/98 - 6/30/98)
-----------------------------------------------------------------------------------------------------
D. 3/RD/ CONTRACT SERVICE PERIOD $2.75 $4.88 12
(7/1/98 - 6/30/99)
-----------------------------------------------------------------------------------------------------
E. 4/TH/ CONTRACT SERVICE PERIOD $2.50 $4.88 12
(7/1/99 - 6/30/00)
-----------------------------------------------------------------------------------------------------
SIGNED:
XXXXXXX'S COMMITTING AUTHORITY DATE
AGENCY CONTRACT - OPEN
NOTICE OF AWARD AMENDMENT
STATE OF GEORGIA
DEPARTMENT OF ADMINISTRATIVE SERVICES
MATERIALS MANAGEMENT DIVISION STATE PURCHASING
000 XXXXXXXX XXXXXX, XX, XXXX 0000
XXXXXXX, XXXXXXX 00000
DATE: 5/20/98 CONTRACT NO: 401-008-597204-1
(###-##-####)
VENDOR: Automated Dispatch Solutions AMENDMENT NO: 401-008-597204-1-1
now LogistiCare, Inc. DATE/NOTICE OF AWARD: 7/17/97
0000 XX 00xx Xxxxxx, Xxxxx 000 XXXXXX XXXX: 000
Xxxxx, XX 00000 VENDOR ID NO.: 133765416-001
G.C.C.: 990-0700
AGENCY: GA Department of Medical Assistance GEO. CODE: Various
0 Xxxxxxxxx Xxxxxx, X.X. BUYER CODE: 9.1
40th Floor TYPE OF PURCHASE: 1.2
Atlanta, GA 30303-3159
This amendment is part of the above referenced contract, and is accepted under
the terms and conditions thereof, except as herein amended.
AUTOMATED DISPATCH SOLUTIONS INC.
The above contract has been: ATTN: XXXX XXXXXXXX
now LOGISTICARE, INC.
[ ] Cancelled 0000 XXXXXXX XXXX, XXXXX 000
XXXXXXX XXXX, XX 00000
[ ] Amended 000-000-0000 FAX 000-000-0000
[X] Renewed
[ ] Extended
EFFECTIVE DATE: 7/1/98
--------------------------------------------
EXPIRATION DATE: 6/30/99
-------------------------------------------
REASON: First option to renew
----------------------------------------------------
----------------------------------------------------
[ ] ADDED OR [ ] DELETED ITEM(S):
LINE ITEM G.C.C. CODE DESCRIPTION UNIT PRICE
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Recommended By: Approved By:
-------------------------- ------------------------
Agency Procurement Officer State Purchasing Agent
Signature Signature
-------------------------------- ---------------------------
