Okaloosa County BOCC — 2013 meeting #1139 (date undetermined) — MEDICAID ORIGINAL 2009 — reading text

default provisions in Chapter 60A-1006(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 Commission's right to remedies at law or to damages. In accordance with1932(e)(4), Social Security Act, the Commission shall provide the STP with an opportunity for a hearing prior to termination for breach. This does not preclude the Commission from terminating without breach. G. Upon receipt of final notice of termination, on the date and to the extent specified in the notice of termination, the STP shall: 1) Stop work under the Contract, but not before the termination date; 2) Assign to the State those subcontracts as directed by the Commission including all rights, title, and interest of the STP for performance of those Subcontracts; 3) In the event the Commission has terminated this Contract in one or more Commission areas of the State, complete the performance of this Contract in all other areas in which the Commission did not terminate the Contract; 2008/2009 Medicaid Non-Emergency Transportation Subcontracted Transportation Provider Contract Page 10 of 117  4) Take such action as may be necessary, or as the Commission may direct, for the protection of property related to the Contract that is in the possession of the STP and in which the Commission has been granted, or may acquire, an interest; and 5) Not accept any payment after the Contract ends, unless the payment is for services rendered before the Contract's termination effective date. The Commission may withhold any payments due under the terms of this Contract until it receives all written and properly executed documents from the STP as required by written instructions from the Commission. 11. DAMAGES FOR FAILURE TO MEET CONTRACT REOUIREMENTS In addition to any remedies available through this Contract, in law or equity, the STP shall reimburse the Commission and/or AHCA for any federal disallowances or sanctions imposed on the STP as a result of the STP's failure to abide by the terms of this Contract. 12. WAIVER The parties shall not waive any covenant, condition, duty, obligation, or undertaking contained in or made a part of this Contract except by written agreement of the parties, and forbearance or indulgence in any other form or manner by either party in any regard whatsoever shall not constitute a waiver of the covenant, condition, duty, obligation, or undertaking to be kept, performed, or discharged by the party to which the same may apply. Until complete performance or satisfaction of all such covenants, conditions, duties, obligations, or undertakings, the other party shall have the right to invoke any remedy available under law or equity not withstanding any such forbearance or indulgence. 13. INDEPENDENr:~ROVIDER . The parties expressly agree that the STP and any Subcontractors, and any agents, officers, and/or employees of the STP or any Subcontractors, in the performance of this Contract shall act in an independent capacity and not as officers and/or employees of the Commission or the State of Florida. Furthermore, the parties expressly agree that they shall not construe this Contract as having formed a partnership or joint venture between the STP or any Subcontractor and the Commission and/or the State of Florida. 14 MISCELLANEOUS A. ATTORNEY'S FEES. In the event of a dispute, each party to the Contract shall be responsible for its own attorney's fees, except as otherwise provided by law. B. COURT OF JURISDICTION OR VENUE For purposes of any legal action occurring as a result of, or under, this Contract, between the Commission and the STP, the place of proper venue shall be Leon County. 2008/2009 Medicaid Non-Emergency Transportation Subcontracted Transportation Provider Contract Page 11 of 117  C. FORCE MAJEURE. The Commission shall not be liable for any excess cost to the STP if the Commission's failure to perform the Contract arises out of causes beyond the control and without the result of fault or negligence on the part of the Commission. In all cases, the failure to perform must be beyond the control without the fault or negligence of the Commission. The STP shall not be liable for performance of the duties and responsibilities of the Contract when its ability to perform is prevented by causes beyond its control. These acts must occur without the fault or negligence of the STP. These include destruction to the facilities due to hurricanes, fires, war, riots, and other similar acts. D. LEGAL ACTION NOTIFICATION. The STP shall give the Commission, by certified mail, immediate written notification (no later than thirty (30) Calendar Days after service of process) of any action or suit filed or of any claim made against the STP by any Transportation Provider, or any other party which results in litigation related to this Contract for disputes or damages exceeding the amount of $50,000. In addition, the STP shall immediately advise the Commission of the Insolvency of the STP and/or Transportation Provider or of the filing of a petition in bankruptcy by or against a principal STP. E. MISUSE OF SYMBOLS. EMBLEMS. OR NAMES IN REFERENCE TO MEDICAID. Neither the STP nor any person may use, in connection with any item constituting an advertisement, soliCitation, Circular, book, pamphlet or other communication, or a broadcast, telecast, or other production, alone or with other words, letters, symbols or emblems, the words "Medicaid," or "Agency for Health Care Administration," unless the AHCA provides prior written approval. The STP must obtain specific written authorization from the Commission in order to reproduce, reprint, or distribute any AHCA form, application, or publication for a fee. State and local governments are exempt from this prohibition. A disclaimer that' accompanies the" inappropriate use" of program" or AHCA" terms does "not provide a defense. Each piece of mail or information constitutes a Violation and is subject to sanctions. F. OFFER OF GRATUITIES. By Signing this Contract, the STP Signifies that, if applicable, no member of, or a delegate of, Congress, nor any elected or appOinted official or employee of the State of Florida, the General Accounting Office, Department of Health and Human Services, CMS, or any other federal agency has or shall benefit finanCially or materially from this procurement. The Commission may terminate this Contract if it is determined that gratuities of any kind were offered to, or received by, any officials or employees from the State, its agents, or employees. G. EMERGENCY MANAGEMENT PLAN. The STP shall submit its plans describing procedures ensuring the continuation of appropriate services during an emergency, including but not limited to localized acts of nature, aCCidents, and technological and/or attack-related emergencies, both natural and manmade. 2008/2009 Medicaid Non-Emergency Transportation Subcontracted Transportation Provider Contract Page 12 of 117  The STP shall provide a copy of its disaster plan for written approval no later than thirty (30) days after the effective date of this Contract and on June 1 of each year of this Contract, or at the request of the Commission. H. CULTURAL COMPETENCY PLAN. The STP shall comply with the Cultural Competency Plan as developed by the Commission. 1. The STP and its employees, agents, representatives, or subcontractors are not employees of the Commission and are not entitled to the benefits of State of Florida employees. Except to the extent expressly authorized herein, STP and its employees, agents, representatives, or subcontractors are not agents of the Commission or the State for any purpose or authority such as to bind or represent the interests thereof, and shall not represent that it is an agent or that it is acting on the behalf of the Commission or the State. The Commission shall not be bound by any unauthorized acts or conduct of the STP or its employees, agents, representatives, or subcontractors. STP agrees to include this provision in all its subcontracts under this Agreement. . J. All words used herein in the singular form shall extend to and include the plural. All words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders. K. This Agreement embodies the whole agreement of the parties. There are no promises, terms, conditions, or obligations other than those contained herein, and this Agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties hereto. The State of Florida terms and conditions, whether general or specific, shall take precedence over and supersede any inconsistent or conflicting provision in any attached terms and conditions of the STP. L. It is understood and agreed by the parties hereto that if any part, term or . prOVision of this Agreement is by the courts held. to be Hlegalorin Conflict with .. any law of the State of Florida, the validity of the remaining portions or prOVisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid. M. This Agreement shall be governed by and construed in accordance with the laws of the