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EXHIBIT 10.1
CONTRACT NO. FA522
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 WELL CARE HMO, INC. d/b/a/
STAYWELL HEALTH PLAN OF FLORIDA, hereinafter referred to as the "VENDOR", whose
address is 6800 N. Dale Mabry Highway, Suite 168, Tampa, Florida 33614-3988, a
Florida Profit Corporation, to provide health care services to Medicaid
beneficiaries.
I. THE VENDOR HEREBY AGREES:
A. GENERAL PROVISIONS
1. To provide services according to the terms and
conditions set forth in this Contract, ATTACHMENT I,
Scope of Services, 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
1. 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 ATTACHMENT I.
2. 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.
3. 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
1. 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.
AHCA CONTRACT NO. FA522, PAGE 1 OF 10
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2. 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.
3. To maintain and file with the Agency such progress,
fiscal and inventory reports as specified in
ATTACHMENT I, 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.
4. To provide a financial and compliance audit to the
Agency as specified in ATTACHMENT II and to ensure
that all related party transactions are disclosed to
the auditor. Additional audit requirements are
specified in ATTACHMENT I.
5. To include these aforementioned audit and record
keeping requirements in all approved subcontracts and
assignments.
D. RETENTION OF RECORDS
1. 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
1. To provide reports as specified in ATTACHMENT I.
These reports will be used for monitoring progress or
performance of the contractual services as specified
in ATTACHMENT I.
2. 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 Contractor 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.
AHCA CONTRACT NO. FA522, PAGE 2 OF 10
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G. INSURANCE
1. 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.
2. 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.
3. 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 I.
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
AHCA CONTRACT NO. FA522, PAGE 3 OF 10
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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
2. 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
3. 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.
AHCA CONTRACT NO. FA522, PAGE 4 OF 10
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L. CIVIL RIGHTS REQUIREMENTS/VENDOR ASSURANCE
The Vendor assures that it will comply with:
1. 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.
2. Section 504 of the Rehabilitation Act of 1973, as
amended, 29 U.S.C. 794, which prohibits
discrimination on the basis of handicap.
3. 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.
4. The Age Discrimination Act of 1975, as amended, 42
U.S.C. 6101 et seq., which prohibits discrimination
on the basis of age.
5. 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.
6. 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.
7. 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
1. To submit bills for fees or other compensation for
services or expenses in sufficient detail for a
proper pre-audit and post-audit thereof.
2. Where applicable, to submit bills for any travel
expenses in accordance with Section 112.061, Florida
Statutes. The Agency may, when specified
AHCA CONTRACT NO. FA522, PAGE 5 OF 10
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in N/A, establish rates lower than the maximum
provided in Section 112.061, Florida Statutes.
3. 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, to be received and
accepted by the Contract Manager prior to payment.
4. 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.
5. 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.
6. In accordance with Section 287.057 (14), this
Contract may be renewed for a period that may not
exceed three (3) years or the term of the original
Contract, whichever period is longer, unless
otherwise specified in ATTACHMENT I. Renewal of this
Contract shall be in writing and subject to the same
terms and conditions set forth in the initial
Contract prior to Contract termination. A renewal
contract may not include any compensation for costs
associated with the renewal. Renewals are contingent
upon satisfactory performance evaluations by the
Agency and subject to the availability of funds. A
renewal clause, including terms under which the cost
may change, must be specified in the invitation to
bid, request for proposal, or other bid instrument,
if applicable. This Contract may not be renewed if it
is the result of an emergency or single source method
of procurement.
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 WELL CARE HMO, 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
AHCA CONTRACT NO. FA522, PAGE 6 OF 10
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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.
Q. 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, 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 $634,852,345.00,
subject to the availability of funds.
AHCA CONTRACT NO. FA522, PAGE 7 OF 10
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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
JULY 1, 2004, (whichever is later) and end JUNE 30, 2006,
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
AHCA CONTRACT NO. FA522, PAGE 8 OF 10
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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
1. The Agency's Contract Manager's name, address and
telephone number for this Contract is as follows:
CHRISTINA LOPEZ
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:
TODD S. FARHA
WELL CARE HMO INC.,
D/B/A STAYWELL HEALTH PLAN OF FLORIDA
6800 N. DALE MABRY HIGHWAY, SUITE 168
TAMPA, FL 33614
(813) 290-6377
3. 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
1. 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.
2. 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
1. 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:
WELL CARE HMO INC., D/B/A STAYWELL HEALTH PLAN OF
FLORIDA
6800 N. DALE MABRY HIGHWAY, SUITE 168
TAMPA, FL 33614
AHCA CONTRACT NO. FA522, PAGE 9 OF 10
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2. The name of the contact person and street address
where financial and administrative records are
maintained:
TODD S. FARHA
WELL CARE HMO INC., D/B/A STAYWELL HEALTH PLAN OF
FLORIDA
6800 N. DALE MABRY HIGHWAY, SUITE 168
TAMPA, FL 33614
F. ALL TERMS AND CONDITIONS
This Contract and its attachments as referenced herein contain
all the terms and conditions agreed upon by the parties.
IN WITNESS THEREOF, the parties hereto have caused this 186 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.
VENDOR: WELL CARE HMO INC., STATE OF FLORIDA, AGENCY FOR
D/B/A STAYWELL HEALTH HEALTH CARE ADMINISTRATION
PLAN OF FLORIDA
SIGNED SIGNED
BY: _____________________________ BY:____________________________
NAME: TODD S. FARHA NAME: ALAN LEVINE
TITLE: PRESIDENT AND CHIEF EXECUTIVE TITLE:SECRETARY
OFFICER
DATE: _____________________________ DATE:_____________________________
FEDERAL ID NUMBER (OR SS NUMBER FOR AN INDIVIDUAL): 59-2583622
VENDOR FISCAL YEAR ENDING DATE: DECEMBER 31, 2004
List of attachments included as part of this Contract:
Specify
Type Number Description (include number of pages)
----------------------------------------------------------------------
Attachment I Scope of Services (166 Pages)
Attachment II Financial and Compliance Audit (3 Pages)
Attachment III Health Insurance Portability and
Accountability Act of 1996 Compliance
(2 Pages)
Attachment IV Certification Regarding Lobbying (1 Page)
Attachment V Certification Regarding Debarment (1 Page)
Attachment VI 2004-2005 HMO Rates (3 Pages)
AHCA CONTRACT NO. FA522, PAGE 10 OF 10
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July 2004 Medicaid HMO Contract
ATTACHMENT I
SCOPE OF SERVICES
10.0 COVERED SERVICES AND ELIGIBLE BENEFICIARIES
10.1 GENERAL
The health maintenance or