exv10w23w3



 







Exhibit 10.23.3









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AMENDMENT OF SOLICITATION / MODIFICATION OF CONTRACT	 	1. Contract Number	 	 	 	 	Page of 
Pages
	 	 	 	 	 	 	POHC-2002-D-0003	 	 	 	 	1	 	 	3
	 
	2. Amendment/Modification Number	 	3. Effective Date	 	4. Requisition/Purchase Request No.	 	 	5. Solicitation Caption

	      M00029

	 	August 1, 2006
	 	 	 	 	 	 
	 	DC Healthy Families Program

	 






	 	 	 	 	 	 	 
	6. Issued by:

	 	Code
	 	   5BBWJ
	 	7. Administered by (If other than line 6)
	 
	 	 	 	 	 	 
	     Office of Contracting and Procurement

	 	 	 	 	 	Department of Health
	     Human Care Services Commodity Group

	 	 	 	 	 	825 North Capitol Street, NE.
	     441 4th Street, NW., Suite 700 South

	 	 	 	 	 	Washington, DC 20002
	     Washington, DC 20001
	 	 	 	 	 	 
	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8. Name and Address of Contractor (No., street, city, county, state and zip code)	 	 	 	 	 	9A. Amendment of Solicitation No.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	     AmeriGroup Maryland, Inc.	 	 	 	 	 	9B. Dated (See Item 11)
	     dba AmeriGroup District of Columbia	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	     750 First Street NE, Suite 1120	 	 	 	 	 	10A. Modification of Contract/Order No.
	     Washington, DC 20004	 	 	X	 	 	POHC-2002-D-0003
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	     Phone: 202-218-4901     Fax: 202-783-8207	 	 	 	 	 	10B. Dated (See Item 13)
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	August 1, 2002
	DUNS Code

	 	00-369-0091
	 	 	 	TIN	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
	 	 	 	 	 	 	 




o The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers o is extended. o is not extended.
Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:
(a) By completing Items 8 and 15, and returning ___copies of the amendment: (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or fax which includes a reference to the solicitation and amendment
number. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted,
such may be made by letter or fax, provided each letter or fax makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.




	 	 	 	 





12. Accounting and Appropriation Data (If Required)




	 	 	 	 	 	 
	 	 	 	 
	13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
	IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14
	 	 	 	 
	 

	 	 	A.
	 	This change order is issued pursuant to (Specify Authority): The Changes Clause and mutual agreement of the parties.
	 	 	 	 
	 

	 	 	 	 	The changes set forth in Item 14 are made in the contract/order no. in item 10A.
	 	 	 	 
	 

	 	 	B.
	 	The above numbered contract/order is modified to reflect the administrative changes (such as changes in paying office, appropriation data
etc.) set forth in item 14, pursuant to the authority of 27 DCMR, Chapter 36, Section 3601.2.
	 	 	 	 
	 

	 	 	C.
	 	This supplemental agreement is entered into pursuant to authority of: 27 DCMR Section 3601.2
	 	 	 	 
	X

	 	 	D.
	 	Other (Specify type of modification and authority)
	 	 	 	 
	 

	 	 	 	 	In Accordance with 27 DCMR Chapter 36, Section 3601.2 (c) (Option)
	 	 	 	 
	E. IMPORTANT:           Contractor o is not       þ is required to sign this document and return one copy to the issuing office.
	 	 	 	 




14. Description of Amendment/Modification (Organized by UCF Section headings, including solicitation/contract subject matter where feasible.)



The contract referenced in block 10 is hereby modified as follows:





	 	A.	 	The District hereby exercises its option to renew this contract in accordance with section F.1.2., Option to Extend Term of the Contract, for the period August 1, 2006 through July 31, 2007. The total estimated price for Option Year Four is
$102,028,318.00.
	 
	 	B.	 	The monthly capitated rates for each rate cell for contract period August 1, 2006 to July 31, 2007 is listed in Section B.6.2, on page two of this modification.
	 
	 	C.	 	U.S. Department of Labor Wage Determination No. 94-2103 Revision# 35, dated May 23, 2006 is hereby incorporated.
	 
	 	D.	 	The Way To Work Amendment Act of 2006 is hereby incorporated by adding Section H.24 in the contract.






	 	 	(This modification continues on pages two through three.)
	 
	 	 	ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Except as provided herein, all terms and conditions of the document is referenced in Item 9A or 10A remain unchanged and in full force and effect.	 	 	 	 
	 
	15A. Name and Title of Signer (Type or print)
	 	 	 	 	 	16A. Name of Contracting Officer	 
	 
	 	 	 	 	 	 	 	 	 	           Esther Scarborough	 
	 
	15B. Name of Contractor
	 	 	15C. Date Signed	 	16B. District of Columbia	 	 	 	 	 	16C. Date Signed
	 
	 	(Signature)	 	 	 	 	 	 	 	 	 	(Signature of Contracting Officer)	 	 	 	 	 



















 











	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	AMENDMENT OF SOLICITATION / MODIFICATION OF CONTRACT	 	 	1. Contract Number	 	 	Pages of
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Pages
	 
	 	 	 	 	 	 	 	 	 	POHC-2002-D-0003	 	 	2	 	3	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	B.6.2

	 	  Supplies/Services	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	CONTRACT NO:

	 	  POHC-2002-D-0003	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	******REDACTED******	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	AMENDMENT OF SOLICITATION / MODIFICATION OF CONTRACT	 	  1. Contract Number	 	 	Pages of
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Pages
	 
	 	 	 	 	 	 	 	 	  POHC-2002-D-0003	 	 	3	 	3	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2. Amendment/Modification Number	  3. Effective Date	 	  4. Requisition/Purchase Request No.	 	 	  5. Solicitation Caption	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	     M00029	 	     August 1, 2006	 	 	 	 	 	 	 	  DC Healthy
Families Program	 	 	 
	 	 

	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 
	 

	 	H.24
	 	WAY TO WORK AMENDMENT ACT OF 2006
	 
	 	 	 	 
	 

	 	H.24.1
	 	Except as described in H.24. 8 below, the Contractor shall comply with Title I of the
“Way to Work Amendment Act of 2006”, D.C. Law 16-118, effective June 9, 2006, for
contracts for services in the amount of $100,000 or more in any 12-month period.
	 
	 	 	 	 
	 

	 	H.24.2
	 	The Contractor shall pay its employees and subcontractors who perform services under
this contract no less than the current living wage published on OCP’s website at
http://www.ocp.dc.gov.
	 
	 	 	 	 
	 

	 	H.24.3
	 	The Contractor shall include in any subcontract for $15,000 or more a provision
requiring the subcontractor to pay its employees who perform services under the contract
no less than the current living wage rate.
	 
	 	 	 	 
	 

	 	H.24.4
	 	The Department of Employment Services (“DOES”) shall adjust the living wage annually
and the OCP will publish the living wage rate on its website at http://www.ocp.dc.gov.
	 
	 	 	 	 
	 

	 	H.24.5
	 	The Contractor shall provide a copy of the fact sheet attached as J.24 to each
employee and subcontractor who performs services under the contract. The Contractor
shall post the notice attached as J.24 in a conspicuous place in its place of business.
The Contractor shall include in any subcontract for $15,000 or more a provision
requiring the subcontractor to post the notice attached as J.24 in a conspicuous place
in its place of business.
	 
	 	 	 	 
	 

	 	H.24.6
	 	The Contractor shall maintain its payroll records under the contract in the regular
course of business for a period of at least three (3) years from the payroll date, and
shall include this requirement in its subcontracts for $15,000 or more under the
contract.
	 
	 	 	 	 
	 

	 	H.24.7
	 	The payment of wages required under the Living Wage Act shall be consistent with and
subject to the provisions of D.C. Official Code §32-1301 et seq.
	 
	 	 	 	 
	 

	 	H.24.8
	 	The requirements of the Living Wage Act do not apply to:
	 
	 	 	 	 
	 

	 	 	 	(1) Contracts or other agreements that are subject to wage level determinations
required by federal law;
	 
	 	 	 	 
	 

	 	 	 	(2) Existing and future collective bargaining agreements, provided, that the future
collective bargaining agreement results in the employee being paid no less than the
established living wage;
	 
	 	 	 	 
	 

	 	 	 	(3) Contracts for electricity, telephone, water, sewer or other services provided by
a regulated utility;
	 
	 	 	 	 
	 

	 	 	 	(4) Contracts for services needed immediately to prevent or respond to a disaster or
eminent threat to public health or safety declared by the Mayor;
	 
	 	 	 	 
	 

	 	 	 	(5) Contracts or other agreements that provide trainees with additional services
including, but not limited to, case management and job readiness services; provided
that the trainees do not replace employees subject to the Living Wage Act;
	 
	 	 	 	 
	 

	 	 	 	(6) An employee under 22 years of age employed during a school vacation period, or
enrolled as a full-time student, as defined by the respective institution, who is in
high school or at an accredited institution of higher education and who works less
than 25 hours per week; provided that he or she does not replace employees subject to
the Living Wage Act;
	 
	 	 	 	 
	 

	 	 	 	(7) Tenants or retail establishments that occupy property constructed or improved by
receipt of government assistance from the District of Columbia; provided, that the
tenant or retail establishment did not receive direct government assistance from the
District;
	 
	 	 	 	 
	 

	 	 	 	(8) Employees of nonprofit organizations that employ not more than 50 individuals and
qualify for taxation exemption pursuant to section 501(c)(3) of the Internal Revenue
Code of 1954, approved August 16, 1954 (68A Stat. 163; 26 U.S.C. § 501(c)(3);
	 
	 	 	 	 
	 

	 	 	 	(9) Medicaid provider agreements for direct care services to Medicaid recipients,
provided, that the direct care service is not provided through a home care agency, a
community residence facility, or a group home for mentally retarded persons as those
terms are defined in section 2 of the Health-Care and Community Residence Facility,







 








 








	 	 	Hospice, and Home Care Licensure Act of 1983, effective February 24, 1984 (D.C.
Law 5-48; D.C. Official Code § 44-501); and

(10) Contracts or other agreements between managed care organizations and the Health
Care Safety Net Administration or the Medicaid Assistance Administration to provide
health services.
	 
	H.24.9 	 	The Mayor may exempt a contractor from the requirements of the Living Wage Act,
subject to the approval of Council, in accordance with the provisions of Section 109 of
the Living Wage Act.