exv10w3







Exhibit 10.3




AMENDMENT #7 TO CONTRACT NO. 0652 BETWEEN

GEORGIA DEPARTMENT OF COMMUNITY HEALTH AND

AMERIGROUP GEORGIA MANAGED CARE COMPANY, INC.




     This Amendment is between the Georgia Department of Community Health (hereinafter referred to
as “DCH” or the “Department”) and AMERIGROUP Georgia Managed Care Company, Inc. (hereinafter
referred to as “Contractor”) and is made effective this 23 day of September, 2009 (hereinafter
referred to as the “Effective Date”). Other than the changes, modifications and additions
specifically articulated in this Amendment #7 to Contract # 0652, RFP#41900-001-0000000027, the
original Contract shall remain in effect and binding on and against DCH and Contractor. Unless
expressly modified or added in this Amendment #7, the terms and conditions of the original Contract
are expressly incorporated into this Amendment #17 as if completely restated herein.



     WHEREAS, DCH and Contractor executed a contract for the provision of services to members of
the Georgia Families Program;



     WHEREAS, DCH pays Contractor a per member per month capitation rate for each Georgia Families
member enrolled in the Contractor’s plan;



     WHEREAS, DCH has sought permission from the Centers for Medicare and Medicaid Services
(hereinafter referred to as “CMS”) to revise the capitation rates payable to Contractor for State
Fiscal Year 2010; and



     WHEREAS, pursuant to Section 32.0, Amendments in Writing, DCH and Contractor desire to amend
the above-referenced Contract by adding additional funding as set forth below.



     NOW THEREFORE, for and in consideration of the mutual promises of the Parties, the terms,
provisions and conditions of this Amendment and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, DCH and Contractor hereby agree as follows:




	 	I.	 	Upon receiving written notice from CMS indicating that agency’s approval of
the revised capitation rates, the parties shall delete the current
Attachment H, Capitation Payment in its entirety and replace it with the new
Attachment H, Capitation Payment, contained at Exhibit 1 to this Amendment.
	 
	 	II.	 	DCH and Contractor agree that they have assumed an obligation to perform the
covenants, agreements, duties and obligations of the Contract, as modified and amended
herein, and agree to abide by all the provisions, terms and conditions contained in the
Contract as modified and amended.
	 
	 	III.	 	This Amendment shall be binding and inure to the benefit of the parties hereto,
their heirs, representatives, successors and assigns. Whenever the provisions of this
Amendment and the Contract are in conflict, the provisions of this Amendment shall take
precedence and control.
	 
	 	VI.	 	It is understood by the Parties hereto that, if any part, term, or provision of
this Amendment or this entire Amendment is held to be illegal or in conflict with any
law of this State, then DCH, at its sole option, may enforce the remaining unaffected
portions or provisions of this




 









 






	 	 	 	Amendment or of the Contract and the rights and obligations of the parties shall be
construed and enforced as if the Contract or Amendment did not contain the particular
part, term or provision held to be invalid.
	 
	 	VII.	 	This Amendment shall become effective as stated herein and shall remain effective for so
long as the Contract is in effect.
	 
	 	VIII.	 	This Amendment shall be construed in accordance with the laws of the State of Georgia.
	 
	 	IX.	 	All other terms and conditions contained in the Contract and any amendment thereto, not
amended by this Amendment, shall remain in full force and effect.





— SIGNATURES ON THE FOLLOWING PAGE—




 









 




SIGNATURE PAGE





IN WITNESS ‘WHEREOF, DCH and Contractor, through their authorized officers and agents,
have caused this Amendment to be executed on their behalf as of the date indicated.



GEORGIA DEPARTMENT OF COMMUNITY HEALTH




	 	 	 	 	 
	
 


	 	9/23/09

Date
 

	 	 
	Dr. Rhonda M. Meadows, M.D

	 	 	 	 
	Commissioner
	 	 	 	 






AMERIGROUP GEORGIA MANAGED CARE COMPANY, INC.





	 	 	 	 	 	 	 
	BY:

	 	
 

SIGNATURE
	 	09/02/09
 

Date
	 	[SEAL]
	 
	 	 	 	 	 	 
	 

	 		 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Please Print/Type Name Here	 	 	 	 
	 

	 	Chief Executive Officer	 	 	 	 






	 	 	 	 	 
	 

	 	 

AFFIX CORPORATE SEAL HERE
	 	 
	 

	 	(Corporations without a seal,
attach a Certificate of
Corporate Resolution)	 	 






	 	 	 	 	 
	ATTEST:

	 	
 

**SIGNATURE
	 	 
	 
	 	 	 	 
	 

	 	Vice President and Secretary
 

TITLE
	 	 








 




			
	*	 	Must be President, Vice President, CEO or Other Authorized Officer
	 
	**	 	Must be Corporate Secretary





 









 





EXHIBIT 1




CONFIDENTIAL — NOT FOR CIRCULATION

ATTACHMENT H



Attachment H is a table displaying the contracted rates by rate cell for each contracted region.
These rates will be the basis for calculating capitation payments in each contracted Region.




*****REDACTED*****