AGENCY FOR HEALTH CARE ADMINISTRATION STANDARD CONTRACT

Agency Agreement

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WELLCARE HEALTH PLANS, INC.

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Title: AGENCY FOR HEALTH CARE ADMINISTRATION STANDARD CONTRACT
Date: 9/18/2006
Industry: INSACC

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Back to Form 8-K

Exhibit 10.1

Contract No. FA615

STATE OF FLORIDA

AGENCY FOR HEALTH CARE ADMINISTRATION

STANDARD CONTRACT

THIS CONTRACT is entered into between the State of Florida, AGENCY FOR HEALTH CARE ADMINISTRATION, hereinafter referred to as the “Agency”, whose address is 2727 Mahan Drive, Tallahassee, Florida 32308, and WELLCARE OF FLORIDA, INC. D/B/A STAYWELL HEALTH PLAN OF FLORIDA, hereinafter referred to as the “Vendor” or “Health Plan”, whose address is 8735 Henderson Road, Renaissance 1, Tampa, Florida 33634, a Florida For-Profit Corporation, to provide Health Care Services to Medicaid Beneficiaries.

I.	THE VENDOR HEREBY AGREES:

A. General Provisions

To provide services according to the terms and conditions set forth in this Contract, Attachment I, Scope of Services, and Attachment II, Medicaid Prepaid Health Plan Model Contract and all other attachments named herein which are attached hereto and incorporated by reference.

2.	To perform as an independent vendor and not as an agent, representative, or employee of the Agency.

3.	To recognize that the State of Florida, by virtue of its sovereignty, is not required to pay any taxes on the services or goods purchased under the terms of this Contract.

B.	Federal Laws and Regulations

If this Contract contains federal funds, the Vendor shall comply with the provisions of 45 CFR, Part 74, and/or 45 CFR, Part 92, and other applicable regulations as specified in Attachments I and II.

If this Contract contains federal funding in excess of $100,000, the Vendor must, upon Contract execution, complete the Certification Regarding Lobbying form, Attachment IV. If a Disclosure of Lobbying Activities form, Standard Form LLL, is required, it may be obtained from the Agency’s Contract Manager. All disclosure forms as required by the Certification Regarding Lobbying form must be completed and returned to the Agency’s Contract Manager.

Pursuant to 45 CFR, Part 76, if this Contract contains federal funding in excess of $25,000, the Vendor must, upon Contract execution, complete the Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion Contracts/Subcontracts, Attachment V.

C.	Audits and Records

To maintain books, records, and documents (including electronic storage media) pertinent to performance under this Contract in accordance with generally accepted accounting procedures and practices which sufficiently and properly reflect all revenues and expenditures of funds provided by the Agency under this Contract.

To assure that these records shall be subject at all reasonable times to inspection, review, or audit by state personnel and other personnel duly authorized by the Agency, as well as by federal personnel.

To maintain and file with the Agency such progress, fiscal and inventory reports as specified in Attachment II, and other reports as the Agency may require within the period of this Contract. In addition, access to relevant computer data and applications which generated such reports should be made available upon request.

To ensure that all related party transactions are disclosed to the Agency Contract Manager. Additional audit requirements are specified in Attachment II, Special Provisions, Section XII.

To include these aforementioned audit and record keeping requirements in all approved subcontracts and assignments.

D.	Retention of Records

To retain all financial records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to performance under this Contract for a period of five (5) years after termination of this Contract, or if an audit has been initiated and audit findings have not been resolved at the end of five (5) years, the records shall be retained until resolution of the audit findings.

2.Persons duly authorized by the Agency and federal auditors, pursuant to 45 CFR, Part 74 and/or 45 CFR, Part 92, shall have full access to and the right to examine any of said records and documents.

3.The rights of access in this section must not be limited to the required retention period but shall last as long as the records are retained.

E.	Monitoring

To provide reports as specified in Attachment II. These reports will be used for monitoring progress or performance of the contractual services as specified in Attachments I and II.

To permit persons duly authorized by the Agency to inspect any records, papers, documents, facilities, goods and services of the Vendor which are relevant to this Contract.

F.	Indemnification

The Vendor shall save and hold harmless and indemnify the State of Florida and the Agency against any and all liability, claims, suits, judgments, damages or costs of whatsoever kind and nature resulting from the use, service, operation or performance of work under the terms of this Contract, resulting from any act, or failure to act, by the Vendor, his subcontractor, or any of the employees, agents or representatives of the Vendor or subcontractor.

G. Insurance

To the extent required by law, the Vendor will be self-insured against, or will secure and maintain during the life of the Contract, Worker’s Compensation Insurance for all his employees connected with the work of this project and, in case any work is subcontracted, the Vendor shall require the subcontractor similarly to provide Worker’s Compensation Insurance for all of the latter’s employees unless such employees engaged in work under this Contract are covered by the Vendor’s self insurance program. Such self insurance or insurance coverage shall comply with the Florida Worker’s Compensation law. In the event hazardous work is being performed by the Vendor under this Contract and any class of employees performing the hazardous work is not protected under Worker’s Compensation statutes, the Vendor shall provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Agency, for the protection of his employees not otherwise protected.

The Vendor shall secure and maintain Commercial General Liability insurance including bodily injury, property damage, personal & advertising injury and products and completed operations. This insurance will provide coverage for all claims that may arise from the services and/or operations completed under this Contract, whether such services and/or operations are by the Vendor or anyone directly, or indirectly employed by him. Such insurance shall include a Hold Harmless Agreement in favor of the State of Florida and also include the State of Florida as an Additional Named Insured for the entire length of the Contract. The Vendor is responsible for determining the minimum limits of liability necessary to provide reasonable financial protections to the Vendor and the State of Florida under this Contract.

All insurance policies shall be with insurers licensed or eligible to transact business in the State of Florida. The Vendor’s current certificate of insurance shall contain a provision that the insurance will not be canceled for any reason except after thirty (30) days written notice to the Agency’s Contract Manager.

H. Assignments and Subcontracts

To neither assign the responsibility of this Contract to another party nor subcontract for any of the work contemplated under this Contract without prior written approval of the Agency. No such approval by the Agency of any assignment or subcontract shall be deemed in any event or in any manner to provide for the incurrence of any obligation of the Agency in addition to the total dollar amount agreed upon in this Contract. All such assignments or subcontracts shall be subject to the conditions of this Contract and to any conditions of approval that the Agency shall deem necessary.

I. Financial Reports

To provide financial reports to the Agency as specified in Attachment II.

J. Return of Funds

To return to the Agency any overpayments due to unearned funds or funds disallowed pursuant to the terms of this Contract that were disbursed to the Vendor by the Agency. The Vendor shall return any overpayment to the Agency within forty (40) calendar days after either discovery by the Vendor, its independent auditor, or notification by the Agency, of the overpayment.

K. Purchasing

1. P.R.I.D.E.

It is expressly understood and agreed that any articles which are the subject of, or required to carry out this Contract shall be purchased from the corporation identified under Chapter 946, Florida Statutes, if available, in the same manner and under the same procedures set forth in Section 946.515(2), (4), Florida Statutes; and for purposes of this Contract the person, firm or other business entity carrying out the provisions of this Contract shall be deemed to be substituted for this agency insofar as dealings with such corporation are concerned.

The “Corporation identified” is PRISON REHABILITATIVE INDUSTRIES AND DIVERSIFIED ENTERPRISES, INC. (P.R.I.D.E.) which may be contacted at:

P.R.I.D.E.

2720-G Blair Stone Road

Tallahassee, Florida 32301

(850) 487-3774

Toll Free: 1-800-643-8459

Website: www.pridefl.com

RESPECT of Florida

It is expressly understood and agreed that any articles that are the subject of, or required to carry out, this Contract shall be purchased from a nonprofit agency for the blind or for the severely handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in Section 413.036(1) and (2), Florida Statutes; and for purposes of this Contract the person, firm, or other business entity carrying out the provisions of this Contract shall be deemed to be substituted for the state agency insofar as dealings with such qualified nonprofit agency are concerned.

The "nonprofit agency” identified is RESPECT of Florida which may be contacted at:

RESPECT of Florida.

2475 Apalachee Parkway, Suite 205

Tallahassee, Florida 32301-4946

(850) 487-1471

Website: www.respectofflorida.org

Procurement of Products or Materials with Recycled Content

It is expressly understood and agreed that any products which are required to carry out this Contract shall be procured in accordance with the provisions of Section 403.7065, Florida Statutes.

L. Civil Rights Requirements/Vendor Assurance

The Vendor assures that it will comply with:

Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000d et seq., which prohibits discrimination on the basis of race, color, or national origin.

Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. 794, which prohibits discrimination on the basis of handicap.

Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. 1681 et seq., which prohibits discrimination on the basis of sex.

The Age Discrimination Act of 1975, as amended, 42 U.S.C. 6101 et seq., which prohibits discrimination on the basis of age.

Section 654 of the Omnibus Budget Reconciliation Act of 1981, as amended, 42 U.S.C. 9849, which prohibits discrimination on the basis of race, creed, color, national origin, sex, handicap, political affiliation or beliefs.

The Americans with Disabilities Act of 1990, P.L. 101-336, which prohibits discrimination on the basis of disability and requires reasonable accommodation for persons with disabilities.

All regulations, guidelines, and standards as are now or may be lawfully adopted under the above statutes.

The Vendor agrees that compliance with this assurance constitutes a condition of continued receipt of or benefit from funds provided through this Contract, and that it is binding upon the Vendor, its successors, transferees, and assignees for the period during which services are provided. The Vendor further assures that all contractors, subcontractors, subgrantees, or others with whom it arranges to provide services or benefits to participants or employees in connection with any of its programs and activities are not discriminating against those participants or employees in violation of the above statutes, regulations, guidelines, and standards.

M. Discrimination

An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. The Florida Department of Management Services is responsible for maintaining the discriminatory vendor list and intends to post the list on its website. Questions regarding the discriminatory vendor list may be directed to the Florida Department of Management Services, Office of Supplier Diversity at (850) 487-0915.

N. Requirements of Section 287.058, Florida Statutes

To submit bills for fees or other compensation for services or expenses in sufficient detail for a proper pre-audit and post-audit thereof.

Where applicable, to submit bills for any travel expenses in accordance with Section 112.061, Florida Statutes.

To provide units of deliverables, including reports, findings, and drafts, in writing and/or in an electronic format agreeable to both parties, as specified in Attachment I and Attachment II, to be received and accepted by the Contract Manager prior to payment.

To comply with the criteria and final date by which such criteria must be met for completion of this Contract as specified in Section III, Paragraph A. of this Contract.

To allow public access to all documents, papers, letters, or other material made or received by the Vendor in conjunction with this Contract, unless the records are exempt from Section 24(a) of Article I of the State Constitution and Section 119.07(1), Florida Statutes. It is expressly understood that substantial evidence of the Vendor's refusal to comply with this provision shall constitute a breach of Contract.

O. Sponsorship

As required by Section 286.25, Florida Statutes, if the Vendor is a nongovernmental organization which sponsors a program financed wholly or in part by state funds, including any funds obtained through this Contract, it shall, in publicizing, advertising or describing the sponsorship of the program, state:

"Sponsored by WELLCARE OF FLORIDA, INC. D/B/A STAYWELL HEALTH PLAN OF FLORIDA and the State of Florida, AGENCY FOR HEALTH CARE ADMINISTRATION".

If the sponsorship reference is in written material, the words "State of Florida, AGENCY FOR HEALTH CARE ADMINISTRATION" shall appear in the same size letters or type as the name of the organization.

P. Final Invoice

The Vendor must submit the final invoice for payment to the Agency no more than 90 days after the Contract ends or is terminated. If the Vendor fails to do so, all right to payment is forfeited and the Agency will not honor any requests submitted after the aforesaid time period. Any payment due under the terms of this Contract may be withheld until all reports due from the Vendor and necessary adjustments thereto have been approved by the Agency.

Use Of Funds For Lobbying Prohibited

To comply with the provisions of Section 216.347, Florida Statutes, which prohibits the expenditure of Contract funds for the purpose of lobbying the Legislature, the judicial branch or a state agency.

R. Public Entity Crime

A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two, for a period of 36 months from the date of being placed on the convicted vendor list.

S. Health Insurance Portability and Accountability Act

To comply with the Department of Health and Human Services Privacy Regulations in the Code of Federal Regulations, Title 45, Sections 160 and 164, regarding disclosure of protected health information as specified in Attachment III.

T. Confidentiality of Information

Not to use or disclose any confidential information, including social security numbers that may be supplied under this Contract pursuant to law, and also including the identity or identifying information concerning a Medicaid recipient or services under this Contract for any purpose not in conformity with state and federal laws, except upon written consent of the recipient, or his/her guardian.

U. Employment

To comply with Section 274A (e) of the Immigration and Nationality Act. The Agency shall consider the employment by any contractor of unauthorized aliens a violation of this Act. If the Vendor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this Contract. The Vendor shall be responsible for including this provision in all subcontracts with private organizations issued as a result of this Contract.

V. Vendor Performance

Penalties or sanctions for unsatisfactory performance under this Contract are specified in Attachment I and Attachment II, if applicable.

II. THE AGENCY HEREBY AGREES:

A. Contract Amount

To pay for contracted services according to the conditions of Attachment I in an amount not to exceed $1,218,028,875.00, subject to the availability of funds. The State of Florida's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature.

B. Contract Payment

Section 215.422, Florida Statutes, provides that agencies have 5 working days to inspect and approve goods and services, unless bid specifications, Contract or purchase order specifies otherwise. With the exception of payments to health care providers for hospital, medical, or other health care services, if payment is not available within forty (40) days, measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved, a separate interest penalty set by the Comptroller pursuant to Section 55.03, F. S., will be due and payable in addition to the invoice amount. To obtain the applicable interest rate, please contact the Agency’s Fiscal Section at (850) 488-5869, or utilize the Department of Financial Services website at www.dfs.state.fl.us/interest.html. Payments to health care providers for hospitals, medical or other health care services, shall be made not more than 35 days from the date of eligibility for payment is determined, and the daily interest rate is .0003333%. Invoices returned to a vendor due to preparation errors will result in a payment delay. Invoice payment requirements do not start until a properly completed invoice is provided to the Agency. A Vendor Ombudsman, whose duties include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from a State agency, may be contacted at (850) 410-9724 or by calling the State Comptroller’s Hotline, 1-800-848-3792.

III. THE VENDOR AND AGENCY HEREBY MUTUALLY AGREE:

A. Effective/End Date

This Contract shall begin upon execution by both parties or September 1, 2006, (whichever is later) and end August 31, 2009, inclusive.

B. Termination

1. Termination at Will

This Contract may be terminated by either party upon no less than thirty (30) calendar days written notice, without cause, unless a lesser time is mutually agreed upon by both parties. Said notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery.

2. Termination Due To Lack of Funds

In the event funds to finance this Contract become unavailable, the Agency may terminate the Contract upon no less than twenty-four (24) hours written notice to the Vendor. Said notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery. The Agency shall be the final authority as to the availability of funds.

3. Termination for Breach

Unless the Vendor's breach is waived by the Agency in writing, the Agency may, by written notice to the Vendor, terminate this Contract upon no less than twenty-four (24) hours written notice. Said notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery. If applicable, the Agency may employ the default provisions in Chapter 60A-1.006(4), Florida Administrative Code.

Waiver of breach of any provisions of this Contract shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Contract. The provisions herein do not limit the Agency's right to remedies at law or to damages.

C. Contract Managers

The Agency’s Contract Manager’s name, address and telephone number for this Contract is as follows:

G. Douglas Harper

Agency for Health Care Administration

2727 Mahan Drive, MS# 50

Tallahassee, FL 32308

(850) 487-2355

2.	The Vendor’s Contract Manager’s name, address and telephone number for this Contract is as follows:

Imtiaz "MT" Sattaur

WellCare of Florida, Inc.

d/b/a Staywell Health Plan of Florida

8735 Henderson Road, Renaissance 1

Tampa, FL 33634

(813) 290-6279

All matters shall be directed to the Contract Managers for appropriate action or disposition. A change in Contract Manager by either party shall be reduced to writing through an amendment to this Contract by the Agency.

D. Renegotiation or Modification

Modifications of provisions of this Contract shall only be valid when they have been reduced to writing and duly signed during the term of the Contract. The parties agree to renegotiate this Contract if federal and/or state revisions of any applicable laws, or regulations make changes in this Contract necessary.

The rate of payment and the total dollar amount may be adjusted retroactively to reflect price level increases and changes in the rate of payment when these have been established through the appropriations process and subsequently identified in the Agency's operating budget.

E. Name, Mailing and Street Address of Payee

The name (Vendor name as shown on Page 1 of this Contract) and mailing address of the official payee to whom the payment shall be made:

WellCare of Florida, Inc.

d/b/a Staywell Health Plan of Florida

8735 Henderson Road, Renaissance 1

Tampa, FL 33634

The name of the contact person and street address where financial and administrative records are maintained:

Paul L. Behrens

8735 Henderson Road, Renaissance 1

Tampa, FL 33634

F. All Terms and Conditions

This Contract and its attachments as referenced herein contain all the terms and conditions agreed upon by the parties.

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IN WITNESS THEREOF, the parties hereto have caused this three-hundred twelve (312) page Contract, which includes any referenced attachments, to be executed by their undersigned officials as duly authorized. This Contract is not valid until signed and dated by both parties.

WELLCARE OF FLORIDA, INC. D/B/A STAYWELL HEALTH PLAN OF FLORIDA		STATE OF FLORIDA, AGENCY FOR HEALTH CARE ADMINISTRATION

SIGNED BY:	/s/ Paul Behrens	SIGNED BY:	/s/ Christa Calamas

NAME:	Paul Behrens	NAME:	Christa Calamas

TITLE:	SVP and Chief Financial Officer	TITLE:	Secretary

DATE:	8/31/06	DATE:	9/1/06

FEDERAL ID NUMBER (or SS Number for an individual): 59-2583622

VENDOR FISCAL YEAR ENDING DATE: 12/31

List of attachments/exhibits included as part of this Contract:

Attachment I Scope of Services (9 Pages)

Attachment II Medicaid Prepaid Health Plan Model Contract (288) Pages

Attachment III Business Associate Agreement (3 Pages)

Attachment IV Lobbying Certification (1 Page)

Attachment V Debarment Certification (1 Page)

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ATTACHMENT I

SCOPE OF SERVICES

A.	Manner of Service (s) Provision:

Policies and Procedures

The Health Plan shall comply with all provisions of this Contract and any subsequent amendments, and shall act in good faith in the performance of the Contract's provisions. The Health Plan shall develop, maintain and implement written policies and procedures covering all provisions of this Contract. All policies and procedures shall be prior-approved by the Agency in writing. The Health Plan agrees that failure to comply with all provisions of this Contract shall result in the assessment of penalties and/or termination of this Contract, in whole or in part, as set forth in this Contract.

B. Method of Payment:

1. General

Notwithstanding the payment amounts which may be computed with the rate tables specified in Exhibit III, the sum of total capitation payments under this Contract shall not exceed the total Contract amount of $1,218,028,875.00.

The Health Plan shall be paid capitation payments for each Agency Service Area, based upon Exhibit II, Table 4, attached hereto.

All payments made to the Health Plan shall be in accordance with this section (Section B, Method of Payment) and Attachment II, Section XIII, Method of Payment.

2. Enrollment Levels

The Agency assigns the Health Plan an authorized maximum Enrollment level for each operational county. The authorized maximum Enrollment level is in effect on September 1, 2006, or upon Contract execution, whichever is later.

The Agency must approve, in writing, any increase in the Health Plan’s maximum Enrollment level for each operational county and subpopulation to be served, as applicable. Such approval shall not be unreasonably withheld, and shall be based upon the Health Plan’s satisfactory performance of terms of the Contract and upon the Agency’s approval of the Health Plan’s administrative and service resources, as specified in this Contract, in support of each Enrollment level.

b.	Exhibit I, Table 1, attached hereto, indicates the Health Plan’s maximum authorized Enrollment levels for each Medicaid Reform county and each applicable authorized eligibility category.

3. Health Plan Capitation Rate

Exhibit II, Table 4 provides the capitation rates respective to the authorized areas of operation, as identified in subsection B, Method of Payment, Item 2, above. The Capitation Rate payment shall be in accordance with Attachment II, Section XIII, Payment Methodology.

4. Capitation Rate Tables

Exhibit III lists the Capitation Rates for the Health Plan’s authorized Service Areas.

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EXHIBIT 1

MAXIMUM ENROLLMENT LEVELS

TABLE 1

ENROLLMENT LEVELS

County	Maximum Enrollment Level
Brevard	14,000
Broward	25,000
Dade	25,000