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EXHIBIT 10.1
STATE OF GEORGIA
COUNTY OF FULTON
WHEREAS, THE GEORGIA DEPARTMENT OF ADMINISTRATIVE SERVICES (HEREINAFTER "DOAS")
ISSUED REQUEST FOR PROPOSAL # 419-03-00365 (HEREINAFTER "RFP"), WHICH IS
INCORPORATED HEREIN, FOR THE PROVISION OF MENTAL HEALTH AND MENTAL RETARDATION
REHABILITATIVE SERVICES DETERMINED NECESSARY BY THE PRE ADMISSION SCREENING AND
ANNUAL RESIDENT REVIEW (PASARR) PROGRAM ON BEHALF OF THE GEORGIA DEPARTMENT OF
MEDICAL ASSISTANCE (HEREINAFTER "DMA"); AND
WHEREAS, MHM CORRECTIONAL SERVICES, INC. (HEREINAFTER "THE CONTRACTOR")
SUBMITTED A RESPONSE TO THE RFP, WHICH IS INCORPORATED HEREIN, AND HAS BEEN
SELECTED BY DOAS AND DMA TO PERFORM SAID SERVICES SPECIFIED WITHIN THE RFP;
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS
CONTAINED HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:
4.000 GENERAL
The RFP, any addenda thereto, and the Contractor's proposal submitted
in response to the RFP, including any best and final offer, are
incorporated in this contract as amended by reference and form an
integral part of this Contract (hereinafter "the Contract"). The
Contractor shall perform all of the services described herein, and
shall develop, produce, and deliver to DMA all of the deliverables
described in the RFP, and DMA shall make payment therefore as described
in Section 4.120, below.
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, as amended shall govern. In the event of a
conflict between the language in the RFP, as amended, and the
Contractor's proposal, the language in the RFP shall govern.
This contract shall be executed on behalf of the Georgia Department of
Medical Assistance (DMA) by the Georgia Department of Administrative
Services in accordance with the Purchasing Act (OCGA, Title 50, Chapter
5, Article 3).
4.010 INDEPENDENT CONTRACTOR
It is expressly agreed that the Contractor and any officers or
employees of the Contractor in the performance of this contract shall
act in an independent capacity and not as officers or employees of DMA.
It is further expressly agreed that this contract shall not be
construed as a partnership or joint venture between the Contractor and
DMA.
4.020 LICENSE REQUIREMENTS
The Contractor shall have, or obtain, and maintain any licenses or
permits that are required prior to and during the performance of work
under this contract.
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4.030 PATENT OR COPYRIGHT INFRINGEMENT
The Contractor, at its expense, will defend any claim or suit which may
be brought against the State for the infringement of United States
patents or copyrights arising from the Contractor's or State's
authorized use of any equipment, materials, or information prepared or
developed specifically in connection with performance of the contract
and in any suit will satisfy any final judgment for such infringement.
The State will give the Contractor written notice of such claim or suit
and full right and opportunity to conduct the defense thereof, together
with full information and all reasonable cooperation. If principles of
governmental or public law are involved, the State may participate in
the defense of any such action, but no costs or expenses shall be
incurred for the account of the Contractor without the Contractor's
written consent.
If, in the Contractor's opinion, the equipment, materials, or
information mentioned in the paragraphs above is likely to or does
become the subject of a claim of infringement of a United States patent
or copyright, then without diminishing the Contractor's obligation to
satisfy any final award, the Contractor may, with the State's written
consent, substitute other equally suitable equipment, materials, and
information, or at the Contractor's option and expense, obtain the
right for the State to continue the use of such equipment, materials
and information.
4.040 INDEMNIFICATION AGREEMENT
The Contractor agrees to indemnify, defend, save and hold harmless the
State of Georgia, DMA, DOAS and their officers, employees, and agents
(including the State Tort Claims Trust Fund, and all other self-insured
funds), hereinafter collectively referred to as the "Indemnitees" from
any and all claims, demands, liabilities, losses, costs or expenses,
attorneys' fees, and suits of any nature whatsoever caused by, growing
out of, or arising from this Contract, due to any act or omission on
the part of the Contractor, its officers, employees, consultants,
subcontractors, agents, licensees or others working at the direction of
Contractor or on its 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 the bankruptcy of the Contractor, to the extent allowed
by the law. 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 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,
employees, subcontractors, consultants, agents, clients, 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, (a) to any
claim or loss to any person or firm injured or damaged by the erroneous
or negligent acts, including without limitation, disregard of federal
or DMA regulations or state or federal statutes, of the Contractor, its
officers, employees, consultants, or subcontractors, in their
performance of this Contract; (b) to
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any claims or losses resulting to any person or firm injured or damaged
by the Contractor, its officers, employees, consultants, or
subcontractors by the publication, translation, reproduction, delivery,
performance, use or distribution of any data processed under the
Contract in any manner not authorized by this Contract, or federal or
state regulations or statutes; and (c) to any failure of the
Contractor, its officers, employees, consultants, or subcontractors to
observe Georgia laws, including but not limited to labor laws and
minimum wage laws.
This indemnification does not apply to the extent of the sole
negligence of the Indemnitees.
4.050 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.
4.060 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.
All of the parties hereto hereby certify that the provisions of Chapter
45-10-20 through 45-10-28 of the OCGA have not been violated and will
not be violated in any respect.
4.070 OFFER OF GRATUITIES
By submission of a proposal, the Contractor certifies that no member or
delegate of Congress, nor any elected or appointed official or employee
of the State of Georgia, the General Accounting Office, the Department
of Health and Human Services, HCFA, or any other Federal agency has or
will benefit financially or materially from this contract. The contract
may be terminated by the State if it is determined that gratuities of
any kind were either offered to or received by any of the
aforementioned officials or employees from the Contractor, his officers
or employees.
4.100 TERM OF THE CONTRACT
The contract shall begin on the date of issuance and shall continue
until the close of the State Fiscal Year 2000 (June 30, 2000), unless
renewed as hereinafter provided.
DMA is hereby granted three (3) 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 exercised
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solely at DMA's discretion no later than June 1 for each subsequent
year, subject to satisfactory performance and available funding. As to
each term, the contract shall terminate absolutely at the close of the
then current fiscal year without further obligation by DMA.
4.110 PERFORMANCE BOND
The Contractor 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 twenty five
percent (25%) of the contract period total amount as specified in the
Price Schedule (Appendix F). The Contractor shall submit same to DMA
prior to or at the time of execution of the contract or any renewals.
The performance bond shall be forfeited by the Contractor 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 Federal Registry of Surety Companies is updated every July 1st, and
can be obtained by contacting:
Federal Registry of Surety Companies
Circular #570
Department of the Treasury
Surety Section
401 14th Street, SW
Washington, D.C. 20227
Telephone: (202) 874-6850
4.120 REIMBURSEMENT
The total cost DMA shall reimburse the Contractor shall not exceed the
amount proposed in the responding Price Proposal (Appendix F). DMA
shall have no responsibility for cost beyond the total amount specified
in Appendix F for the contract period.
4.130 LIMITATION OF DMA'S 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 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
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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 re-organization;
(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.
4.150 TAXES
The 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.
4.160 CONTRACTOR PERSONNEL
The Contractor warrants and represents that all persons, including
independent subcontractors and consultants 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 the RFP Section 3.110 and 5.110, which
are 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 any aspect of the
performance of this contract. Personnel commitments made in the
Contractor's proposal shall not be exchanged except as herein above
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
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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 any contract amendment or to receive DMA
written approval for staffing changes may result in liquidated damages,
as stated in RFP Section 4.700.
All professional and 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
Contractor personnel for discussion of problems or concerns. DMA will
not arbitrarily exercise staff removal options, but will work with
contractor to resolve personnel issues.
4.170 SUBCONTRACTS
The Contractor will not subcontract or permit anyone other than the
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 of this contract shall in any way relieve
the Contractor of any responsibility for any performance required of it
by this contract. Any purported assignment not explicitly authorized by
DMA is null and void.
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 DMA and the State of Georgia.
The Contractor shall submit or shall require any subcontractors
hereunder to submit cost or pricing data prior to the award of any
subcontract. This information shall be forwarded to DMA for review and
approval.
The Contractor shall certify, and also 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 DMA determines that
any price, including profit or fee, negotiated in connection with this
contract, 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 or
current cost of 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.
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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
4.180 ASSURANCE TO COMPLY
The Contractor further agrees that where the State is bound to
compliance in any matter related to this contract, the Contractor is,
to the extent applicable, also bound and will comply, and take measures
as the State or any laws, rules, regulations and/or orders indicate as
being required to assure compliance.
Theses laws, rules, regulations and or orders include but are not
limited to
- the Civil Rights Act of 1964, as amended;
- the Americans with Disabilities Act of 1990 (the ADA), as amended;
and
- the Fair Labor Standards Act.
4.190 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 Offeror's parent
company, or any company 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 affiliate) who, without other solicitation,
responds to such an advertisement or applies for employment without
solicitation.
4.200 RELATIONSHIP OF THE PARTIES
Neither the Contractor nor any of its agents, consultants, employees,
and subcontractors with which the Contractor has active service
agreements shall become or be deemed to become agents, consultants,
employees or subcontractors of the State or of DMA. The Contractor and
all such agents, consultants, employees, and subcontractors shall for
all purposes be deemed to be independent contractors , and this
contract shall not he construed so as to create a partnership or joint
venture between the Contractor and DMA or the State.
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4.300 CONTRACTOR PERFORMANCE
The Contractor shall be responsible for the provision of mental health
and mental retardation rehabilitative services encompassed by the
PASARR Program, the particular deliverables and reports as specified in
Section 3 of the RFP. Any additional deliverable required for the
satisfactory performance of this Contract shall be addressed in an
amendment.
DMA shall act as a responsible partner to this Contract, and be
responsible for the timely review of submitted deliverables. DMA shall
notify the Contractor of any deliverables which are not acceptable,
with reason for deficiency, within thirty (30) days of receipt
4.400 INSPECTION OF WORK PERFORMED
The US Department of Health and Human Services (HHS), the Health Care
Financing Administration (HCFA), DMA, the General Accounting Office
(GAO), the Georgia Office of the Attorney General, and any other
federal, state, county, or local agency with appropriate jurisdiction
or their authorized representatives or agents shall, at reasonable
times, have the right to enter the Contractor'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. All subcontractors must provide reasonable access to
all facilities and cooperate with state and federal representatives
conducting inspection visits, audits and investigations.
4.410 CONFIDENTIALITY OF INFORMATION
The Contractor shall treat all information, specifically information
relating to recipients and providers which is obtained through its
performance under this agreement, 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 herein.
The Attorney General, federal officials, DMA, or the authorized
representatives of these parties as authorized by federal law or
regulations 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 will have
absolute authority to determine if and when any other party has
properly obtained the right to have access to this confidential
information. For any request received under the Georgia Open Records
Act (OCGA, Section 50-18-70), DMA should be notified immediately for
review and approval prior to releasing requested information.
The use or disclosure of information concerning recipients or providers
will be limited to purposes directly connected with the administration
of this agreement.
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4.500 RECORDS AND DOCUMENTATION
The state and federal standards for audits of DMA agents, contractors,
and programs conducted under contract are applicable to this contract,
and are incorporated by reference into this contract as though fully
set out here.
4.510 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 shall establish and maintain an accounting system in
accordance with generally accepted accounting principles. The
accounting system shall maintain records pertaining to the costs and
expenditures made under this contract.
4.520 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 US Department
of Health and Human Services, the General Accounting Office, the
Georgia Office of the Attorney General, and for the Comptroller General
of the United States, or their duly authorized representatives.
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 a period of time, 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 preserved and made available
for a period of three (3) years from the date of any resulting final
settlement.
Records which relate to appeals, litigation, 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. 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.
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4.530 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 of time is authorized by DMA with the concurrence of the
state auditor or his duly authorized representatives.
The provisions of this Records and Documentation subsection shall be
incorporated into any subcontract.
4.600 INSURANCE
The Contractor shall at a minimum, prior to the commencement of work,
procure the insurance policies identified below at the Contractor's own
expense and shall furnish DMA proof of coverage at least at the amounts
indicated.:
- Workers' Compensation Insurance, the policy(ies) must
indemnify the Funds for any claims covered by the Georgia Tort
Claims Act.;
- liability insurance against bodily injury or death of any one
person in any one accident in the amount of two hundred
thousand dollars ($200,000) and in the amount of five hundred
thousand dollars ($500,000) for the injury or death of more
than one person in any accident;
- liability for property damage as first-party fire insurance,
including contents coverage for all records maintained
pursuant to this Contract, in the amount of one hundred fifty
thousand dollars ($150,000); and
- medical malpractice and liability insurance against bodily
injury or death of any one person in any one occurrence in the
amount of five million dollars ($5,000,000).
Each of the insurance policies required 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 DMA, 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.
4.700 LIQUIDATED DAMAGES - FAILURE TO MEET RFP/CONTRACT REQUIREMENTS
In the event that the Contractor fails to meet the RFP or the 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.
The Contractor agrees that an assessment of performance will be done on
a monthly basis. For any month that the items specified in Section
4.700 have more than 3 occurrences of failure to meet the requirements,
the liquidated damages will be imposed
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for each item beginning with the date the requirement was not met.
The DMA will notify the Contractor of all items subject to liquidated
damages and will process a negative adjustment to deduct the damages
from subsequent payments.
4.710 TIMELINESS OF PROCESSING REQUIREMENT (RFP SUBSECTION 3.030):
The Contractor must provide MH/MR rehabilitative services to any new
NF resident not currently receiving PASARR services within five (5)
business days of the receipt of the request for services.
LIQUIDATED DAMAGES:
Damages in the amount of one hundred dollars ($100) shall be assessed
for each business day or any part thereof after the deadline before the
MH/MR rehabilitative services are started.
4.720 STAFFING REQUIREMENTS (RFP SUBSECTION 3.110):
The Contractor must have a Project Director dedicated full-time to this
contract.
LIQUIDATED DAMAGES:
Damages in the amount of fifty dollars ($50) shall be assessed for each
business day or any part thereof for failure to have a full-time
Project Director assigned to this contract.
4.730 STAFFING LEVEL (RFP SUBSECTION 3.110):
The Contractor must maintain sufficient staffing levels to meet the
proposed level in the Contractor's Technical Proposal.
LIQUIDATED DAMAGES:
Damages in the amount of One-hundred dollars ($100) shall be assessed
for each business day or any part thereof for failure to maintain
staffing at the proposed level.
4.740 CREDENTIALING REQUIREMENT (RFP SUBSECTION 3.120):
The Contractor must verify and certify to DMA that all providers of
services are properly licensed in accordance with any applicable state
law, standards and/or regulations, and have in effect such current
policies of malpractice insurance as required by the Contractor or DMA.
LIQUIDATED DAMAGES:
Damages in the amount of five-hundred dollars ($500) per instance
whenever the
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Contractor does not fulfill the minimum requirements of properly
credentialing and certifying staff
4.750 CONSULTATION WITH NURSING FACILITY STAFF REQUIREMENT (RFP SUBSECTION
3.160):
The Contractor must consult at least once each month, at a minimum,
with NF staff on the services provided to the PASARR resident.
LIQUIDATED DAMAGES:
Damages in the amount of five hundred dollars ($500) per instance
whenever the Contractor does not fulfill the minimum requirements of
consultation at least once each month with NF staff to discuss
recommendations and treatment of a resident.
4.760 CONSULTATION WITH RESIDENT'S ATTENDING PHYSICIAN (RFP SUBSECTION
3.160):
Prior to making a change in medication or prescribing new medications,
the Contractor must consult with the resident's attending physician
whenever a resident receiving medication monitoring or other services
requires the intervention of the Contractor's psychiatrist.
LIQUIDATED DAMAGES:
Damages in the amount of five hundred dollars ($500) per instance where
the psychiatrist does not consult with the resident's attending
physician prior to making a change in the resident's medication.
4.770 RECORD KEEPING REQUIREMENT (REP SUBSECTION 3.270):
The Contractor shall maintain and shall make available within three (3)
working days of request all records related to a resident in the PASARR
population
LIQUIDATED DAMAGES:
Damages in the amount of one hundred dollars ($100) shall be assessed
for each business day or any part thereof for failure to produce any
record as required.
4.780 IN-SERVICE TRAINING (REP SUBSECTION 3.220):
The Contractor must provide in-service training on mental health or
mental retardation issues, or as advised by DMA on a specific topic, to
NF staff to support and promote skill development on general aspects of
behavioral health care.
LIQUIDATED DAMAGES:
Damages in the amount of one-hundred dollars ($100) per instance when
the Contractor's staff does not provide in-service training on mental
health or mental retardation issues
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identified by the Contractor staff, NF staff or as advised by DMA on a
specific topic.
4.800 TERMINATION OF CONTRACT
The State may terminate this Agreement for any or all of the following
reasons:
- Default by the Contractor;
- The convenience of DMA;
- In the event of the insolvency of or declaration of bankruptcy
by the Contractor; and
- Unavailability of Funds.
Each of these reasons is described in the following subsections.
4.810 TERMINATION FOR DEFAULT
The failure of the Contractor to comply with any term, condition, or
provision of this Agreement 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 by the Contractor which constitutes default. The
Contractor shall have fifteen (15) 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 this
Agreement shall continue as though the default had never occurred. In
the event the default is not corrected within the grace period, DMA
may, at its sole discretion, terminate the Agreement for default. Such
termination shall be accomplished by written notice of termination
forwarded to the Contractor by certified or registered mail and shall
be effective at the close of business on the date specified in the
notice. If it is determined, after the notice of termination for
default, that the Contractor's failure was due to causes beyond its
control and without error or negligence on its part, the termination
shall be deemed a termination for convenience.
4.820 TERMINATION FOR CONVENIENCE
DMA may terminate performance of work under this Agreement in whole or
in part whenever, for any reason, DMA shall determine that such
termination is in the best interests of the State of Georgia. In the
event that DMA elects to terminate this Agreement 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.
4.830 TERMINATION FOR INSOLVENCY OR BANKRUPTCY
In the event that the Contractor shall cease conducting business in the
normal course, become insolvent, make a general assignment for the
benefit of creditor, suffer or permit the appointment of a receiver for
its business or its assets or shall avail itself or become subject to
any proceeding 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 sole discretion terminate this Agreement. In
the event DMA elects to utilize this
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<PAGE> 14
provision for termination, it shall do so by sending notice of
termination to the Contractor by registered or certified 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.
4.840 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.
4.850 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 subcontracts for materials,
services, or facilities, except as may be necessary for
completion of such portion of the work under the contract as
it is so terminated;
- Terminate all orders and subcontracts to the extent that they
relate to the performance of work terminated by the notice of
termination;
- 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 subcontractors, 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; and
- 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 which DMA has
or may acquire an interest.
4.860 TERMINATION CLAIMS
Afire the 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 form the effective date of termination. Upon failure of the
Contractor
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<PAGE> 15
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 either the contract
price(s) for completed deliverables and services delivered to and
accepted by DMA or at a price mutually agreed upon 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 the termination and shall pay to the Contractor the amount so
determined.
The Contractor shall have the right of appeal, as stated in Section
4.920, from any such determination made by DMA.
4.900 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.
4.910 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.
4.920 DISPUTES
Any disputes concerning a question of fact arising from the contract
which is not disposed of by agreement shall be decided by the Contract
Administrator who shall reduce the 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 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
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<PAGE> 16
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.
4.930 ATTORNEY'S FEES
In the event that the state shall 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 attorney's 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 actions at law or equity.
4.940 WAIVER
The waiver by DMA of any breech of any provision contained in this
contract shall not he 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 herein.
4.950 SEVERABILITY
If any part, term or provision of this contract shall he held unlawful,
unenforceable or in conflict with any law of a federal, state or local
government having jurisdiction over this contract, the validity of the
remaining portions or provisions shall not be affected hereby.
4.960 ASSIGNMENT
The Contractor shall not assign the contract in whole or in part or any
payment arising therefrom without the prior written consent of DMA. Any
purported assignment is void.
Notwithstanding the foregoing, DMA shall have the right to assign the
contract in whole or in part to a Medicaid Management Information
System (MMIS) Manager selected by DMA for the duration or any existing
contract term. All terms and conditions under the contract shall
survive and pass to the Manager unless and until renegotiated by
Contractor and Manager.
4.970 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 or 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 Section 5.020-5.150, in this 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 4-16
<PAGE> 17
change.
4.980 CONTRACT MODIFICATION
No amendment, modification or alteration of the RFP or Contract,
including but not limited to the Scope of Services, specific
deliverables, Price Proposal, or terms and conditions, will be valid or
effective unless it is in writing and signed by duly authorized
representatives of the Contractor, DMA and DOAS.
4.990 ENTIRE AGREEMENT
This contract represents the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior
negotiations, representations or agreements, 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 Contract is executed in three (3) counterparts, each of which is
deemed an original of equal dignity with the other and which is deemed
one in the same instrument as the other.
IN WITNESS WHEREOF, the parties hereto have caused their signatures to be
affixed as of the day and year indicated.
<TABLE>
<CAPTION>
GEORGIA DEPARTMENT OF MEDICAL ASSISTANCE
<S> <C>
/s/ WILLIAM R. TAYLOR
------------------------------ -----------------
William R. Taylor, M.D., M.P.H. Date
Commissioner
CONTRACTOR NAME
----------------
MHM Correctional Services, Inc.
------------------------------
/s/ Robert W. May, Vice Pres
------------------------------ -----------------
(Insert Name and Title) Date
/s/ ROBERT W. MAY
------------------------------
</TABLE>
<TABLE>
<CAPTION>
GEORGIA DEPARTMENT OF ADMINISTRATIVE SERVICES
<S> <C>
/s/ T.M. McCLEARN 4/30/99
------------------------------ -----------------
T.M. McClearn Date
Technical Services Procurement Manager
</TABLE>
4-17
<PAGE> 18
PRICING SCHEDULE
FOR
PASARR
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
Estimated Monthly Per Monthly per Number of Total Cost
Number of Capita Capita Payment Months in for
Residents Payment per Period Period
Resident
Column 1 Column 2 Column 3 Column 4 Column 5
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A. Implementation Period
3/1/99 - 6/30/99 2426 x 131.58 = $319,213.08 x 4 = $1,276,852.30
----------------------------------------------------------------------------------------------------------------------------
B. Initial Operational Period: 2507 x 131.58 = $329,871.06 x 12 = $3,958,452.70
7/1/99 - 6/30/2000
----------------------------------------------------------------------------------------------------------------------------
C. First Renewal Year: 2591 x 135.53 = $351,158.23 x 12 = $4,213,898.70
7/11/2000 - 6/30/2001
----------------------------------------------------------------------------------------------------------------------------
D. Second Renewal Year: 2677 x 138.92 = $371,888.84 x 12 = $4,462,666.00
7/1/2002 - 6/30/2003
----------------------------------------------------------------------------------------------------------------------------
E. Third Renewal Year: 2767 x 143.09 = $395,930.03 x 12 = $4,751,160.30
7/1/2002 - 6/30/2003
----------------------------------------------------------------------------------------------------------------------------
F. Total Proposed Price $18,663,029.00
Total of Column 5
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Signed:
[SIG]
-------------------------------
Offeror's Committing Authority
1-10-99
----------------
Date
F-1
