gaamend4.htm


    Back to Form 8-K

    Exhibit 10.2



    AMENDMENT
#4 TO CONTRACT NO. 0654 BETWEEN

    GEORGIA
DEPARTMENT OF COMMUNITY HEALTH AND

    WELLCARE
OF GEORGIA, INC.

    


    This Amendment is between the Georgia
Department of Community Health (hereinafter referred to as “DCH” or the
“Department”) and WellCare of Georgia, Inc. (hereinafter referred to as
“Contractor”) and is made effective this 26th day of August, 2008 (hereinafter referred to
as the “Effective Date”).  Other than the changes, modifications and
additions specifically articulated in this Amendment #4 to Contract # 0654,
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 #4, the terms and conditions of the original Contract
are expressly incorporated into this Amendment #4 as if completely restated
herein.

    


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

    


    WHEREAS, pursuant to Section 32.0, Amendments in
Writing, DCH and Contractor desire to amend the above-referenced Contract
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.

            	
              To
      delete the current Section
      26.0 PAYMENT BOND & IRREVOCABLE LETTER OF CREDIT, in its
      entirety and replace with the
following:

            


    

    


    26.0    PAYMENT BOND &
IRREVOCABLE LETTER OF CREDIT

    


    
      	
               
      

            	
              Section
      26.1

            	
              Within
      five (5) Business Days of Contract Execution, Contractor shall obtain and
      maintain in force and effect an irrevocable letter of credit in the amount
      representing one half of one month’s total Net Capitation Payment
      associated with the actual GCS lives enrolled in Contractor’s plan. On or
      before July 2 each following year, Contractor shall modify the amount of
      the irrevocable letter of credit currently in force and effect to equal
      one-half of the average of the Net Capitation Payments paid to the
      Contractor for the months of January, February and
      March.   If at any time during the year, the actual GCS
      lives enrolled in Contractor’s plan increases or decreases by more than
      twenty-five percent, DCH, at it sole discretion, may increase or decrease
      the amount required for the irrevocable letter of
  credit.

            


    

    


    
    

    


    
      
        
          
            Amendment
#4 

            Contract
#0654

          

           


        

        
          Page1 of
4

          
            

          

        

        
           


          
          

        

      

    

    


    
    

    
      	
               
      

            	
              With
      regard to the irrevocable letter of credit, DCH may recoup payments from
      the Contractor for liabilities or obligations arising from any act, event,
      omission or condition which occurred or existed subsequent to the
      effective date of the Contract and which is identified in a survey,
      review, or audit conducted or assigned by
DCH.

            


    

    


    
      	
               
      

            	
              Section
      26.2

            	
              DCH
      may also, at its discretion, redeem Contractor’s irrevocable letter of
      credit in the amount(s) of actual damages suffered by DCH if DCH
      determines that the Contractor is (1) unable to perform any of the terms
      and conditions of the Contract or if (2) the Contractor is terminated by
      default or bankruptcy or material breach that is not cured within the time
      specified by DCH, or under both conditions described at one (1) and two
      (2).

            


    

    


    
      	
               
      

            	
              Section
      26.3

            	
              During
      the Contract period, Contractor shall obtain and maintain a payment bond
      from an entity licensed to do business in the State of Georgia and
      acceptable to DCH with sufficient financial strength and creditworthiness
      to assume the payment obligations of Contractor in the event of a default
      in payment arising from bankruptcy, insolvency, or other
      cause.  Said bond shall be delivered to DCH within five (5)
      Business Days of Contract Execution and shall be in the amount of Five
      Million Dollars ($5,000,000.00).  On or before July 2, of each
      following year, Contractor shall modify the amount of the bond to equal
      the average of the Net Capitation Payments paid to the Contractor for the
      months of January, February and
March.

            


    

    


    
      	
               
      

            	
              Contractor
      shall have the option, in its discretion, to replace all or part of the
      payment bond described in the paragraph above, with an irrevocable letter
      of credit in the same amount. The irrevocable letter of credit would be
      furnished in addition to the instrument required by Section 26.1 of this
      Contract.

            


    

    


    
      	
               
      

            	
              If
      at any time during the year, the actual GCS lives enrolled in Contractor’s
      plan increases or decreases by more than twenty-five percent, DCH, at it
      sole discretion, may increase or decrease the amount required for the
      bond.

            


    

    


    
      
        
          
            


            Amendment
#4

            Contract
#0654

          

           


        

        
          Page2 of
4

          
            

          

        

        
           


          
          

        

      

    

    


    
      	
              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 –

    

    
    

    


    
      
        
          
            Amendment
#4 

            Contract
#0654

          

           


        

        
          Page3 of
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              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

    


    


    /s/ Rhonda
Medows                                  
          8/26/08                           

    Dr.
Rhonda M. Medows,
M.D.                           Date

    Commissioner

    


    


    


    


    WELLCARE
OF GEORGIA, INC.

    


    BY:           /s/ Heath
Schiesser                    
        5/30/08                          


    *SIGNATURE                                       Date

    


    Heath
Schiesser                       


    Please Print/Type Name
Here

    SEAL


    ______________________________

                                                                                                                   
AFFIX CORPORATE SEAL HERE

    (Corporations without a seal, attach
a

    Certificate of Corporate
Resolution)

    


    


    ATTEST:     /s/ Thomas F.
O'Neil          

                         
**SIGNATURE

     

                         
Secretary                             


                          TITLE

    
 


    


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

    

    **Must be
Corporate Secretary

     

    Amendment #4

    Contract #0654

    Page 4 of
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