Loading...
HomeMy WebLinkAboutPrental Expansion Project - DHSDeschutes County Board of Commissioners 1300 NW Wall St., Suite 200, Bend, OR 97701-1960 (541) 388-6570 - Fax (541) 385-3202 - www.deschutes.org AGENDA REQUEST & STAFF REPORT For Board Business Meeting of April 2, 2008 Please see directions for completing this document on the next page. DATE: March 26, 2008 FROM: Dan Peddycord Health Phone # 322-7426 TITLE OF AGENDA ITEM: Consideration and signature of Document # DC -2008-150 - An agreement between the State Department of Human Services (DHS) and the Deschutes County Health Department for the Perinatal Expansion project. PUBLIC HEARING ON THIS DATE? No BACKGROUND AND POLICY IMPLICATIONS: Other States have been approved to provide prenatal care for Citizen Alien Waived Emergency Medical (CAWEM) eligible women and Oregon Department of Human Services applied for a waiver from the Federal government and was approved to conduct a pilot program in two Counties (Multnomah and Deschutes). The funding strategy uses a County provided match (in our case $25,000) to leverage Federal State Children's Health Insurance Program (SCHIP) funds which are used to fund the extension of prenatal care to the CAWEM eligible population in the designated County. The County acts as the managed care provider and authorizes care provided by the hospital, lab, radiology, and consulting specialist physicians. The prenatal care in our County has been provided by the HealthyStart Prenatal program, but if this pilot is successful it could assist the program with long term sustainability. No new staff need to be hired. FISCAL IMPLICATIONS: The County would pay $25,000 up front from the HealthyStart contingency for the priviledge of enrolling an estimated 271 women in Oregon Health Plan over a 15 month pilot project. RECOMMENDATION & ACTION REQUESTED: Approval and signature of Document # DC -2008-150, agreement between the State Department of Human Services (DHS) and the Deschutes County Health Department for the Perinatal Expansion project. is requested; recommending the County commit to the Perinatal Expansion Project and pay the required $25,000 to participate. ATTENDANCE: Dan Peddycord (and Kate Moore) DISTRIBUTION OF DOCUMENTS: Janna Starr, Special Projects Unit, Division of Medical Assistance Programs, Oregon Department of Human Services, 500 Summer St. NE, Salem, Oregon, 97301, 503-947-1193; and to Jill Fox Health Dept., 2577 NE Courtney Dr., Bend, OR 97701, 322-7478. Kate Moore DESCHUTES COUNTY DOCUMENT SUMMARY (NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be returned to the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the County Administrator or the Commissioners. In addition to submitting this form with your documents, please submit this form electronically to the Board Secretary.) Date: Please complete all sections above the Official Review line. March 26, 2008 Contact Person: 1Dan Peddycord Department: E-Iealth Phone #: 541-322-7426 Contractor/Supplier/Consultant Name: Oregon Department of Human Services, Janna Starr, Special Projects Unit, Division of Medical Assistance Programs, 503-947-1193. Goods and/or Services: Expansion of Oregon Health Plan Plus to include (CAWEM) Citizen Alien Waived Emergency Medical coverage to include eligible Deschutes County resident women in order to cover the prenatal portion of their medical care for the benefit of their unborn fetus (who the State is considering a future OHP client). Background & History: Other States have been approved to provide prenatal care for Citizen Alien Waived Emergency Medical (CAWEM) eligible women and Oregon Department of Human Services applied for a waiver from the Federal government and was approved to conduct a pilot program in two Counties (Multnomah and Deschutes). The funding strategy uses a County provided match (in our case $25,000) to leverage Federal State Children's Health Insurance Program (SCHIP) funds which are used to fund the extension of prenatal care to the CAWEM eligible population in the designated County. The County acts as the managed care provider and authorizes care provided by the hospital, lab, radiology, and consulting specialist physicians. The prenatal care in our County has been provided by the HealthyStart Prenatal program, but if this pilot is successful it could assist the program with long term sustainability. Agreement Starting Date: April 1, 2008 Annual Value or Total Payment: $25,000 Ending Date: June 30, 2008 7 Insurance Certificate Received check box) N/A Insurance Expiration Date: Check all that apply: ❑ RFP, Solicitation or Bid Process ❑ Informal quotes (<$150K) X Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37) Funding Source: (Included in current budget? ❑ Yes ® No If No, has budget amendment been submitted? ❑ Yes ® No Departmental Contact: Title: Maternal Child Health Manager Phone #: 322-7422 3/26/2008 Department Director Approval: G—=- id 3-2.0 Signa 'ire Date Distribution of Document: Include complete information if document is to be mailed. Official Review: County Signature Required (check one): ❑ BOCC ❑ Department Director (if <$25K) ❑ Administrator (if >$25K but <$150K; if >$150K, BOCC Order No. ) Legal Review Date Document Number r 3/26/2008 regon Theodore R. Kulongoski, Governor Agreement Number 124410 Department of Human Services Administrative Services Office of Contracts & Procurement 500 Summer Street NE, E-03 Salem, OR 97301-1080 (503) 945-5818 Purchasing Fax (503) 373-7365 Contracts Fax (503) 373-7889 TTY (503) 947-5330 )rDHS regon DePParlmrnt of Human Service+ State of Oregon Intergovernmental Agreement CAWEM Prenatal Expansion Piot Project. In compliance with the Americans with Disabilities Act, this document is available in alternate formats such as Braille, large print, audiotape, oral presentation and electronic format. To request an alternate format, please send an e-mail to DHS.Forms@state.or.us or contact the Office of Document Management at (503) 378-3523, and TTY at 503-378-3523. This Agreement is between the State of Oregon, acting by and through its Department of Human Services, hereinafter referred to as "DHS," and Deschutes County Health Department hereinafter referred to as "County". Work to be performed under this Agreement relates principally to the DHS' Division of Medical Assistance Programs 500 Summer St. NE Salem, Oregon, 97301 "Assisting People to Become Independent, Healthy and Safe" An Equal Opportunity Employer OC _ 2 0 I. EFFECTIVE DATE, DURATION and AMENDMENTS This Agreement shall become effective on April 1, 2008 regardless of the date all Parties have signed the Agreement and all governmental approvals have been obtained subject to final approval of the pilot project by the Centers for Medicare and Medicaid Services. Unless terminated or extended, this Agreement shall expire on June 30, 2009. Expiration shall not extinguish or prejudice DHS's right to enforce this Agreement with respect to any breach of County's warranty or any default or defect in County's performance that has not been cured. The parties of this Agreement, by mutual consent and contingent on the parties having funding and/or expenditure authority authorizing the continued operation of the pilot project, may extend the Agreement for additional periods of time up to a total agreement period of 5 (five) years, and if applicable, for additional money associated with the extended period(s) of time. II. BACKGROUND Under Title XXI of the Social Security Act, the federal government and the states share the cost of funding the State Children's Health Insurance Program (SCHIP), established by the Balanced Budget Act of 1997 and targeted at increasing health care coverage among children. Since 2002, federal SCHIP regulations at 42 CFR § 457.10 permit States to provide covered SCRIP prenatal care services to unborn children of pregnant CAWEM women in order to ensure the health of the child, and labor and delivery services. The Department of Human Services (DHS) has submitted a CHIP state plan amendment to provide these services as a pilot project. When the Centers for Medicare and Medicaid Services (CMS) approves this amendment to Oregon's State SCHIP Plan, DHS will be able to obtain federal financial participation for the SCHIP services provided under the pilot project. DHS received expenditure authority in its 2007-2009 budget for this pilot project, on the basis of obtaining other funds from the participating county to provide the additional State match associated with the pilot project. ORS 414.085 permits DHS and County to enter into cooperative agreements to improve health services access. DHS and the County agree that this intergovernmental Agreement is within the scope of authority under ORS 414.085 in order to improve the availability of prenatal care for unborn children whose mothers are Citizen-Alien/Waived Emergency Medical (CAWEM)-eligible women residing in Deschutes County during pregnancy who participate in the pilot project. County understands and agrees that commencement and continuation of this pilotproject is only feasible if the County provides the funds for pm -poses of the additional State match. For purposes of this Agreement, additional state match refers to the county funding responsibility that is reflected in DHS' 2007-2009 expenditure authority for the pilot project. By execution of this Agreement, the County certifies that Deschutes County is a unit of government with general taxing authority, that the Deschutes County Health Department is an integral part of Deschutes County, and that the funds transferred under this Agreement are not federal funds. 124410jsd Page 2 of 26 2. AGREEMENT DOCUMENTS a. This Agreement consists of: This Agreement without exhibits Exhibit A, Part 1: Exhibit A, Part 2: Exhibit A, Part 3: Exhibit A, Part 4: Exhibit B: Exhibit C: Exhibit D: Exhibit E: Defwitions (RESERVED) Statement of Work Payment and Financial Reporting Special Terms and Conditions (RESERVED) Standard Terms and Conditions Insurance Requirements (RESERVED) Required Federal Terms and Conditions Required Subcontractor Provisions (RESERVED) This Agreement constitutes the entire agreement between the parties on the subject matter in it. There are no understandings, agreements or representations, oral or written, regarding this Agreement that are not specified in it. b. In the event of a conflict between two or more of the documents comprising this Agreement, the language in the document with the highest precedence shall control. The precedence of each of the documents comprising this Agreement is as follows, listed from highest precedence to lowest precedence: (a) this Agreement without Exhibits, (b) Exhibit D, (c) Exhibit A, (d) Exhibit B. 3. CONSIDERATION County agrees to pay DHS the additional State match, not to exceed $75,000.00, in the amount required to provide State match and obtain Federal Financial Participation for the CAWEM Prenatal Expansion pilot project, with an initial estimated payment of $25,000.00; and for DHS' support of this pilot project for the benefit of COUNTY residents, COUNTY acknowledges good and valuable consideration from DHS the receipt and sufficiency of which is hereby acknowledged. 4. VENDOR OR SUB -RECIPIENT DETERMINATION In accordance with the State Controller's Oregon Accounting Manual, policy 30.40.00.102, and DHS procedure "Contractual Governance", DHS' determination is that: ® County is a sub -recipient: OR n County is a vendor. Catalog of Federal Domestic Assistance (CFDA) #(s) of federal funds to be paid through this Agreement: 93.767 5. COUNTY DATA AND CERTIFICATION a. County Tax Identification and Insurance Information. County shall provide County's federal tax ID number and the additional information set forth below. This information is requested pursuant to ORS 305.385. 124410jsd Page 3 of26 Please print or type the following information. If County is self-insured for any of the Insurance Requirements specified in Exhibit C of this Agreement, County may so indicate by writing "Self -Insured" on the appropriate line(s). Name (exactly as filed with the IRS) Address Telephone: ( ) Facsimile: ( ) Proof of Insurance: Workers Compensation — Insurance Company Policy # Expiration Date: Professional Liability Insurance Company Policy # Expiration Date: General Liability Insurance Company Policy # Expiration Date: Auto Insurance Company Policy # Expiration Date: Federal Tax I.D.# The above information must be provided prior to Agreement approval. County shall provide proof of Insurance upon request by DHS or DHS designee. DHS may report the information set forth above to the Internal Revenue Service (IRS) under the name and taxpayer identification number provided. b. Certification. By signature on this Agreement, the undersigned hereby certifies under penalty of perjury that: (1) The number shown in Section 5.a. is County's correct taxpayer identification and all other information provided in Section 5.a. is true and accurate; and (2) County is not subject to backup withholding because: (a) County is exempt from backup withholding; (b) County has not been notified by the IRS that County is subject to backup withholding as a result of a failure to report all interest or dividends; or (c) The IRS has notified County that County is no longer subject to backup withholding. 124410jsd Page 4 of 26 EACH PARTY, BY EXECUTION OF THIS AGREEMENT, HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. COUNTY: THIS AGREEMENT IS NOT EFFECTIVE PRIOR TO NECESSARY FEDERAL AND STATE APPROVALS Approved By County Authorized Signa ti e Title Date Approved By DHS Authorized Signature Approved for Legal Sufficiency Title Date Assistant Attorney General Date DMAP Program Review Signature DHS Contract Specialist Name (printed) Date Signature Name (printed) Date DATED this Day of 2002 BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON DENNIS R. LUKE, Chair TAMMY (BANEY) MELTON, Commissione MICHAEL M. DALY, Commissioner ATTEST: Recording Secretary Page 5 of 26 EXHIBIT A Part 1 Definitions (RESERVED) 124410jsd Page 6 of 26 EXHIBIT A Part 2 Statement of Work Under this Agreement, the parties agree as follows: 1. DHS responsibilities: DHS' responsibility under this Agreement is contingent upon DHS having sufficient expenditure authority and receiving sufficient funds from COUNTY to provide the required additional State match for pilot project services. a. When DHS receives federal approval to be able to claim federal financial participation for SCHTP services under this pilot, DHS will enroll eligible CAWEM pregnant women residing in Deschutes County to participate in the SCRIP pilot project on behalf of the child, and for covered labor and delivery services under the pilot, in accordance with DHS rules. b. DHS will assign the child's mother to a Primary Care Manager (PCM). A medical identification card will be issued by DHS to the child's mother, and the benefit package will be identified as BMH. c. The BMH benefit package consists of the OHI' Plus benefit package, except as provided below. Pilot project services continue until the time the hospital discharges the woman after the end of the pregnancy, or the CAWEM woman is terminated from participation in the pilot project, or the pilot project is discontinued. The following services are not covered for the pilot project: i) Postpartum care beyond the global payment; ii) Sterilization; iii) Abortion; iv) Death with dignity services; or v) Hospice Services d. DHS will gather data sufficient to report progress on benchmarks that were established with the legislature in connection with this pilot project. e. Subject to available funds and expenditure authority, DHS will process medical assistance claims for eligible pilot participants. DHS will monitor enrollment, utilization and expenditures, and will share aggregate data with the COUNTY for purposes related to this agreement. f. DHS will notify the COUNTY not less than sixty (60) days in advance in the event that additional COUNTY funds will be required to keep up with expenditures for the duration of this pilot project. COUNTY shall remit the additional COUNTY funds in the amount of and on the date established by DHS, up to the maximum that may be required under Section 3 (Consideration) of this Agreement. 124410jsd Page 7 of 26 2. COUNTY responsibilities: a. COUNTY agrees to take financial responsibility for the additional State match portion of the BMH benefit package services for the pilot provided to a resident of the County during the period of eligibility as determined by DHS. The COUNTY's financial responsibility is not limited to services provided by providers employed by or under contract with the COUNTY; the financial responsibility includes all covered services within the benefit package provided by a DMAP enrolled provider to an eligible county resident participating in the pilot project. For purposes of this Agreement, additional state match refers to the county funding responsibility that is reflected in DHS' 2007-2009 expenditure authority for the pilot project. b. COUNTY shall be responsible for "Outreach" activities related to the CAWEM Prenatal Expansion pilot as approved by DHS; and shall report to DHS quarterly on the type of outreach activities, and their effectiveness. 3. Shared responsibilities of the parties a. As a pilot project, the parties agree to periodic discussion about the progress and effectiveness of the pilot, including but not limited to periodic progress reports. b. This pilot project is presently limited by funding and/or expenditure authority, through June 30, 2009. Unless additional funding and/or expenditure authority are obtained for the pilot, DHS and COUNTY agree to begin discussion in January 2009 to develop a plan to begin phase-out of pilot services in a manner that minimizes disruption of health care services within funding limitations. 124410jsd Page 8 of 26 EXHIBIT A Part 3 Payment and Financial Reporting a. COUNTY shall remit to DHS $25,000.00 as an initial portion of the State match required to obtain Federal Financial Participation for the CAWEM Prenatal Expansion pilot project. The total amount specified in this paragraph shall be remitted by COUNTY to DHS in one (1) Lump sum within ten days of receipt of invoice submitted to COUNTY by DHS. b. COUNTY shall timely remit to DHS such additional payment amounts as specified by DHS for the additional State match amount required for the ongoing operation of the pilot, consistent with the obligations but limited by the expenditure limitations in Section 3 (Consideration) of this Agreement. c. Notwithstanding any other provision of this Agreement, termination or expiration of this Agreement does not extinguish the COUNTY's financial obligations for services provided under the pilot project prior to termination or expiration. County financial responsibilities under Exhibit A, Part 2 (Statement of Work), and this Exhibit A, Part 3 (Payment and Financial Reporting), expressly survive after the expiration or termination pending delivery of notice to affected recipients and the completion of the legally required notice period for a notice of action, and the processing and payment of claims for dates of service prior to the date that termination of the pilot project benefits are legally effective as to affected recipients. d. After all pilot expenses have been finalized, DHS will refund to the COUNTY amounts that can be determined not to have been expended for the purposes of the Agreement. 124410jsd Page 9 of 26 EXHIBIT A Part 4 Special Terms and Conditions (RESERVED) 124410jsd Page 10 of 26 EXHIBIT B STANDARD TERMS & CONDITIONS 1. Governing Law, Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, "Claim") between the parties that arise from or relate to this Agreement shall be brought and conducted solely and exclusively within a circuit court in the State of Oregon of proper jurisdiction. THE PARTIES, BY EXECUTION OF THIS AGREEMENT, HEREBY CONSENT TO THE IN PERSONAM JURISDICTION OF SAID COURTS. Except as provided in this section, neither party waives any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the eleventh amendment to the Constitution of the United States or otherwise, from any Claim or from the jurisdiction of any court. The parties acknowledge that this is a binding and enforceable agreement and, to the extent permitted by law, expressly waive any defense alleging that either party does not have the right to seek judicial enforcement of this Agreement. 2. Compliance with Law. Both parties shall comply with laws, regulations and executive orders to which they are subject and which are applicable to the Agreement or to the Work. Without limiting the generality of the foregoing, both parties expressly agree to comply with the following laws, regulations and executive orders to the extent they are applicable to the Agreement: (a) all applicable requirements of state civil rights and rehabilitation statutes, rules and regulations; (b) all state laws requiring reporting of Client abuse; (c) ORS 659A.400 to 659A.409, ORS 659A.145 and all regulations and administrative rules established pursuant to those laws in the construction, remodeling, maintenance and operation of any structures and facilities, and in the conduct of all programs, services and training associated with the Work. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Agreement and required by law to be so incorporated. All employers, including County and DHS, that employ subject workers who provide services in the State of Oregon shall comply with ORS 656.017 and provide the required Workers' Compensation coverage, unless such employers are exempt under ORS 656.126. 3. Independent Contractors. The parties agree and acknowledge that their relationship is that of independent contracting parties and that County is not an officer, employee, or agent of the State of Oregon as those terms are used in ORS 30.265 or otherwise. 4. Representations and Warranties a. County represents and warrants as follows: (1) Organization and Authority. County is a political subdivision of the State of Oregon duly organized and validly existing under the laws of the State of Oregon. County has full power, authority and legal right to make this Agreement and to incur and perform its obligations hereunder. (2) Due Authorization. The making and performance by County of this Agreement (a) have been duly authorized by all necessary action by County and (b) do not and will not violate any provision of any applicable law, rule, regulation, or order of any court, regulatory commission, board, or other administrative agency or any provision of County's charter or other 124410jsd Page 11 of26 organizational document and (c) do not and will not result in the breach of, or constitute a default or require any consent under any other agreement or instrument to which County is a party or by which County may be bound or affected. No authorization, consent, license, approval of, filing or registration with or notification to any governmental body or regulatory or supervisory authority is required for the execution, delivery or performance by County of this Agreement. (3) Binding Obligation. This Agreement has been duly executed and delivered by County and constitutes a legal, valid and binding obligation of County, enforceable in accordance with its terms subject to the laws of bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights generally. (4) County has the skill and knowledge possessed by well-informed members of its industry, trade or profession and County will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with standards prevalent in County's industry, trade or profession; (5) County shall, at all times during the term of this Agreement, be qualified, professionally competent, and duly licensed to perform the Work; and (6) County prepared its proposal related to this Agreement, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty. b. DHS represents and warrants as follows: (1) Organization and Authority. DHS has full power, authority and legal right to make this Agreement and to incur and perform its obligations hereunder. (2) Due Authorization. The making and performance by DHS of this Agreement (a) have been duly authorized by all necessary action by DHS and (b) do not and will not violate any provision of any applicable law, rule, regulation, or order of any court, regulatory commission, board, or other administrative agency and (c) do not and will not result in the breach of, or constitute a default or require any consent under any other agreement or instrument to which DHS is a party or by which DHS may be bound or affected. No authorization, consent, license, approval of, filing or registration with or notification to any governmental body or regulatory or supervisory authority is required for the execution, delivery or performance by DHS of this Agreement, other than approval by the Department of Justice if required by law. (3) Binding Obligation. This Agreement has been duly executed and delivered by DHS and constitutes a legal, valid and binding obligation of DHS, enforceable in accordance with its terms subject to the laws of bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights generally. c. Warranties Cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other warranties provided. 5. Funds Available and Authorized. County certifies that it has sufficient funds currently authorized for expenditure to finance the costs of this Agreement within the County's current budget and for the period of County's financial obligations under this Agreement. DHS certifies that it has sufficient expenditure authority within DHS' current biennial expenditure limitation to expend the funds it receives from County as the state share to provide 124410jsd Page 12 of 26 the additional State match associated with the pilot project services under this Agreement. County understands and agrees that DHS' participation under this Agreement is contingent on DHS receiving sufficient funds from the County and appropriations, limitations, allotments or other expenditure authority sufficient to allow DHS, in the exercise of its reasonable administrative discretion, to continue to make expenditures for purposes of the pilot project, subject to Section 7 below. 6. Recovery of Overpayments. If billings under this Agreement, or under any other Agreement between County and DHS, result in payments to County to which County is not entitled, DHS, after giving to County written notification and an opportunity to object, may withhold from payments due to County such amounts, over such periods of time, as are necessary to recover the amount of the overpayment, subject to Section 7 below. Prior to withholding, if County objects to the withholding or the amount proposed to be withheld, County shall notify DHS that it wishes to engage in dispute resolution in accordance with Section 19 of this Agreement. 7. Nothing in this Agreement shall require County or DHS to act in violation of state or federal law or the Constitution of the State of Oregon. 8. Ownership of Intellectual Property. a. Except as otherwise expressly provided herein, or as otherwise required by state or federal law, DHS will not own the right, title and interest in any intellectual property created or delivered by County or a subcontractor in connection with the Work. With respect to that portion of the intellectual property that the County owns, County grants to DHS a perpetual, worldwide, non-exclusive, royalty -free and irrevocable license, subject to any provisions in the Agreement that restrict or prohibit dissemination or disclosure of information, to (1) use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the intellectual property, (2) authorize third parties to exercise the rights set forth in Section 8.a.(1) on DHS' behalf, and (3) sublicense to third parties the rights set forth in Section 8.a.(1). b. If state or federal law requires that DHS or County grant to the United States a license to any intellectual property, or if state or federal law requires that the DHS or the United States own the intellectual property, then County shall execute such further documents and instruments as DHS may reasonably request in order to make any such grant or to assign ownership in the intellectual property to the United States or DHS. To the extent that DHS becomes the owner of any intellectual property created or delivered by County in connection with the Work, DHS will grant a perpetual, worldwide, non- exclusive, royalty -free and irrevocable license, subject to any provisions in the Agreement that restrict or prohibit dissemination or disclosure of information, to County to use, copy, distribute, display, build upon and improve the intellectual property. c. County shall include in its subcontracts terms and conditions necessary to require that subcontractors execute such further documents and instruments as DHS may reasonably request in order to make any grant of license or assignment of ownership that may be required by federal or state law. 124410jsd Page 13 of 26 9. County Default. County shall be in default under this Agreement upon the occurrence of any of the following events: a. County fails to perform, observe or discharge any of its covenants, agreements or obligations set forth herein; b. Any representation, warranty or statement made by County herein or in any documents or reports relied upon by DHS to measure the delivery of Work, the expenditure of payments or the performance by County is untrue in any material respect when made; c. County (1) applies for or consents to the appointment of, or taking of possession by, a receiver, custodian, trustee, or liquidator of itself or all of its property, (2) admits in writing its inability, or is generally unable, to pay its debts as they become due, (3) makes a general assignment for the benefit of its creditors, (4) is adjudicated a bankrupt or insolvent, (5) commences a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (6) files a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding -up, or composition or adjustment of debts, (7) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (8) takes any action for the purpose of effecting any of the foregoing; or d. A proceeding or case is commenced, without the application or consent of County, in any court of competent jurisdiction, seeking (1) the liquidation, dissolution or winding - up, or the composition or readjustment of debts, of County, (2) the appointment of a trustee, receiver, custodian, liquidator, or the like of County or of all or any substantial part of its assets, or (3) similar relief in respect to County under any law relating to bankruptcy, insolvency, reorganization, winding -up, or composition or adjustment of debts, and such proceeding or case continues undismissed, or an order, judgment, or decree approving or ordering any of the foregoing is entered and continues unstayed and in effect for a period of sixty consecutive days, or an order for relief against County is entered in an involuntary case under the Federal Bankruptcy Code (as now or hereafter in effect). 10. DHS Default. DHS shall be in default under this Agreement upon the occurrence of any of the following events: a DHS fails to perform, observe or discharge any of its covenants, agreements, or obligations set forth herein; or b. Any representation, warranty or statement made by DHS herein or in any documents or reports relied upon by County to measure performance by DHS is untrue in any material respect when made. 11. Termination. a. County Termination. County may terminate this Agreement: (1) For its convenience, upon at least 60 days advance written notice to DHS; (2) Upon 60 days advance written notice to DHS, if County does not obtain funding, appropriations and other expenditure authorizations from County's governing body, federal, state or other sources sufficient to permit County to satisfy its performance obligations under this Agreement, as determined by County in the reasonable exercise of its administrative discretion; (3) Upon 60 days advance written notice to DHS, if DHS is in default under this Agreement and such default remains uncured at the end of said 60 day period or 124410jsd Page 14 of26 such longer period, if any, as County may specify in the notice; or (4) Immediately upon written notice to DHS, if Oregon statutes or federal laws, regulations or guidelines are modified, changed or interpreted by the Oregon Legislative Assembly, the federal government or a court in such a way that County no longer has the authority to meet its obligations under this Agreement. b. DHS Termination. DHS may terminate this Agreement: (1) For its convenience, upon at least 60 days advance written notice to County; (2) Upon 60 days advance written notice to County, if DHS does not obtain funding, appropriations and other expenditure authorizations from federal, state or other sources sufficient to meet the payment obligations of DHS under this Agreement, as determined by DHS in the reasonable exercise of its administrative discretion. Notwithstanding the preceding sentence, DHS may terminate this Agreement, immediately upon written notice to County or at such other time as it may determine if action by the Oregon Legislative Assembly or Emergency Board reduces DHS' legislative authorization for expenditure of funds to such a degree that DHS will no longer have sufficient expenditure authority to meet its payment obligations under this Agreement, as determined by DHS in the reasonable exercise of its administrative discretion, and the effective date for such reduction in expenditure authorization is less than 45 days from the date the action is taken; (3) Immediately upon written notice to County if Oregon statutes or federal laws, regulations or guidelines are modified, changed or interpreted by the Oregon Legislative Assembly, the federal government or a court in such a way that DHS no longer has the authority to meet its obligations under this Agreement or no longer has the authority to provide payment from the funding source it had planned to use; (4) Upon 60 days advance written notice to County, if County is in default under this Agreement and such default remains uncured at the end of said 60 day period or such longer period, if any, as DHS may specify in the notice; (5) Immediately upon written notice to County, if any license or certificate required by law or regulation to be held by County or a subcontractor to perform the Work is for any reason denied, revoked, suspended, not renewed or changed in such a way that County or a subcontractor no longer meets requirements to perform the Work. This termination right may only be exercised with respect to the particular part of the Work impacted by loss of necessary licensure or certification; (6) Immediately upon written notice to County, if DHS determines that County or any of its subcontractors have endangered or are endangering the health or safety of a client or others in performing work covered by this Agreement. c. Mutual Termination. This Agreement may be terminated immediately upon mutual written consent of the parties or at such other time as the parties may agree in the written consent. 124410jsd Page 15 of 26 12. Effect of Termination a. Entire Agreement. (1) Upon termination of this Agreement, DHS shall have no further obligation to pay County under this Agreement. (2) Upon termination of this Agreement, County shall have no further obligation to perform Work under this Agreement. b. Obligations and Liabilities. Notwithstanding Section 12.a., any termination of this Agreement shall not prejudice any obligations or liabilities of either party accrued prior to such termination. 13. Limitation of Liabilities. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES OF ANY SORT ARISING SOLELY FROM THE TERMINATION OF THIS AGREEMENT OR ANY PART HEREOF IN ACCORDANCE WITH ITS TERMS. 15. Records Maintenance; Access. County shall maintain all financial records relating to this Agreement in accordance with generally accepted accounting principles. In addition, County shall maintain any other records, books, documents, papers, plans, records of shipments and payments and writings of County, whether in paper, electronic or other form, that are pertinent to this Agreement in such a manner as to clearly document County's performance. All financial records, other records, books, documents, papers, plans, records of shipments and payments and writings of County whether in paper, electronic or other form, that are pertinent to this Agreement, are collectively referred to as "Records." County acknowledges and agrees that DHS and the Oregon Secretary of State's Office and the federal government and their duly authorized representatives shall have access to all Records to perform examinations and audits and make excerpts and transcripts. County shall retain and keep accessible all Records for minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. County shall maintain Records in accordance with the records retention schedules set forth in OAR Chapter 166. 16. Information Privacy/Security/Access. If the Work performed under this Agreement requires County or its subcontractor(s) to have access to or use of any DHS computer system or other. DHS Information Asset for which DHS imposes security requirements, and DHS grants County or its subcontractor(s) access to such DHS Information Assets or Network and Information Systems, County shall comply and require all subcontractor(s) to which such access has been granted to comply with OAR 407- 014-0300 through OAR 407-014-0320, as such rules may be revised from time to time. For purposes of this section, "Information Asset" and "Network and Information System" have the meaning set forth in OAR 407-014-0305, as such rule may be revised from time to time. 17. Force Majeure. Neither DHS nor County shall be held responsible for delay or default caused by fire, riot, acts of nature, power outage, government fiat, terrorist acts or other acts of political sabotage, civil unrest, labor unrest, or war, where such cause is beyond the reasonable control of DHS or County. Each party shall, however, make all reasonable efforts to remove or eliminate such cause of delay or default and shall, upon the cessation of the cause, diligently 124410jsd Page 16 of 26 pursue performance of its obligations under this Agreement. For purposes of this section, an "act of nature" is a natural occurrence of extraordinary and unprecedented proportions not foreshadowed by the usual course of nature, whose magnitude and destructiveness could not have been anticipated or provided against by exercise of ordinary foresight. 18. Assignment of Agreement, Successors in Interest. a. County shall not assign or transfer its interest in this Agreement without prior written approval of DHS. Any such assignment or transfer, if approved, is subject to such conditions and provisions as DHS may deem necessary. No approval by DHS of any assignment or transfer of interest shall be deemed to create any obligation of DHS in addition to those set forth in the Agreement. b. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns. 19. Resolution of Disputes, Generally. In the event a dispute arises under this Agreement, either party may notify the other party that it wishes to engage in a dispute resolution process. Upon such notification, the parties shall engage in non-binding discussion to resolve the dispute. If the parties do not reach agreement as a result of non-binding discussion, the parties may agree to consider further appropriate dispute resolution processes, including, subject to Department of Justice and County Counsel approval, binding arbitration. The rights and remedies set forth in the Agreement are not intended to be exhaustive and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies at law or in equity. 20. Subcontracts. County shall not enter into any subcontracts for any of the Work required by this Agreement without DHS' prior written consent. In addition to any other provisions DHS may require, County shall include in any permitted subcontract under this Agreement provisions to require that DHS will receive the benefit of subcontractor performance as if the subcontractor were the County with respect to Sections 1, 2, 3, 4, 8, 15, 16, 18, 21, and 23 of this Exhibit B. DHS' consent to any subcontract shall not relieve County of any of its duties or obligations under this Agreement. 21. No Third Party Beneficiaries. DHS and County are the only parties to this Agreement and are the only parties entitled to enforce its terms. The parties agree that County's performance under this Agreement is solely for the benefit of DHS to assist and enable DHS to accomplish its statutory mission. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons any greater than the rights and benefits enjoyed by the general public unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Agreement. 22. Amendment. No amendment, modification or change of terms of this Agreement shall bind either party unless in writing and signed by both parties and when required the Department of Administrative Services and Department of Justice. Such amendment, modification or change, if made, shall be effective only in the specific instance and for the specific purpose given. 23. Severability. The parties agree that if any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the 124410jsd Page 17 of 26 remaining terms and 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 term or provision held to be invalid. 24. Survival. Sections 1, 4, 7, 8, 12, 13, 14, 15, 16, 19, 21, 22, 23, 24, 25, 26, 28, and 29 of this Exhibit B shall survive Agreement expiration or termination as well as those the provisions of this Agreement that by their context are meant to survive. Agreement expiration or termination shall not extinguish or prejudice either party's right to enforce this Agreement with respect to any default by the other party that has not been cured. 25. Notice. Except as otherwise expressly provided in this Agreement, any communications between the parties hereto or notices to be given hereunder shall be given in writing by personal delivery, facsimile, or mailing the same, postage prepaid to County or DHS at the address or number set forth below, or to such other addresses or numbers as either party may indicate pursuant to this section. Any communication or notice so addressed and mailed shall be effective five (5) days after mailing. Any communication or notice delivered by facsimile shall be effective on the day the transmitting machine generates a receipt of the successful transmission, if transmission was during normal business hours of the recipient, or on the next business day, if transmission was outside normal business hours of the recipient. To be effective against the other party, any notice transmitted by facsimile must be confirmed by telephone notice to the other party at number listed below. Any communication or notice given by personal delivery shall be effective when actually delivered to the addressee. DHS: Office of Contracts & Procurement Department of Human Services 500 Summer St NE, E-03 Salem, OR 97301-1080 Telephone: 503-945-5818 Facsimile Number: 503-378-4324 COUNTY: Deschutes County Health Department Kate Moore 2577 NE Courtney Dr. Bend, Oregon 97701 Telephone: 541-322-7422 26. Headings. The headings and captions to sections of this Agreement have been inserted for identification and reference purposes only and shall not be used to construe the meaning or to interpret this Agreement. 27. Counterparts. This Agreement and any subsequent amendments may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of this Agreement and any amendments so executed shall constitute an original. 28. Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver by that party of that or any other provision. No waiver or consent shall be effective unless in writing and signed by the party against whom it is asserted. 124410jsd Page 18 of26 29. Construction. Reserved 124410jsd Page 19 of 26 EXHIBIT C (RESERVED) 124410jsd Page 20 of26 EXILEBIT D REQUIRED FEDERAL TERMS AND CONDITIONS In addition to any other requirements prescribed in Exhibit A, County shall comply and, as indicated, require all subcontractors to comply with the following federal requirements. For purposes of this Agreement, all references to federal and state laws are references to federal and state laws as they may be amended from time to time. 1. Miscellaneous Federal Provisions County shall comply and require all subcontractors to comply with all federal laws, regulations, executive orders applicable to the Agreement or to the delivery of Work. Without limiting the generality of the foregoing, County expressly agrees to comply and require all subcontractors to comply with the following laws, regulations and executive orders to the extent they are applicable to the Agreement: (a) Title VI and VII of the Civil Rights Act of 1964, as amended, (b) Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, (c) the Americans with Disabilities Act of 1990, as amended, (d) Executive Order 11246, as amended, (e) the Health Insurance Portability and Accountability Act of 1996, (f) the Age Discrimination in Employment Act of 1967, as amended, and the Age Discrimination Act of 1975, as amended, (g) the Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended, (h) all regulations and administrative rules established pursuant to the foregoing laws, (i) all other applicable requirements of federal civil rights and rehabilitation statutes, rules and regulations, (j) all federal law governing operation of Community Mental Health Programs, including without limitation, all federal laws requiring reporting of Client abuse. These laws, regulations and executive orders are incorporated by reference herein to the extent that they are applicable to the Agreement and required by law to be so incorporated. No federal funds may be used to provide Work in violation of 42 USC 14402. 2. Equal Employment Opportunity If this Agreement, including amendments, is for more than $10,000, then County shall comply and require all subcontractors to comply with Executive Order 11246, entitled "Equal Employment Opportunity," as amended by Executive Order 11375, and as supplemented in Department of Labor regulations (41 CFR Part 60). 3. Clean Air, Clean Water, EPA Regulations If this Agreement, including amendments, exceeds $100,000 then County shall comply and require all subcontractors to comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(b)), the Federal Water Pollution Control Act as amended (commonly known as the Clean Water Act) (33 U.S.C. 1251 to 1387), specifically including, but not limited to Section 508 (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 32), which prohibit the use under non-exempt Federal contracts, grants or loans of facilities included on the EPA List of Violating Facilities. Violations shall be reported to DHS, HHS and the appropriate Regional Office of the Environmental Protection Agency. County shall include and require all subcontractors to include in all contracts with subcontractors receiving more than $100,000, language requiring the subcontractor to comply with the federal laws identified in this section. 124410jsd Page 21 of 26 4. Energy Efficiency County shall comply and require all subcontractors to comply with applicable mandatory standards and policies relating to energy efficiency that are contained in the Oregon energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163). 5. Truth in Lobbying The County certifies, to the best of the County's knowledge and belief that: a. No federal appropriated funds have been paid or will be paid, by or on behalf of County, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering - into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. b. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan or cooperative agreement, the County shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying" in accordance with its instructions. c. The County shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients and subcontractors shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this Agreement was made or entered into. Submission of this certification is a prerequisite for making or entering into this Agreement imposed by section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 6. HIFAA Compliance If the Work provided under this Agreement are covered by the Health Insurance Portability and Accountability Act or the federal regulations implementing the Act (collectively referred to as HJPAA), County agrees to deliver the Work in compliance with HIPAA. Without limiting the generality of the foregoing, Work funded in whole or in part with payment provided under this Agreement is covered by HIPAA. County shall comply and require all subcontractors to comply with the following: a. Privacy and Security Of Individually Identifiable Health Information. Individually Identifiable Health Information about specific individuals is confidential. Individually Identifiable Health Information relating to specific individuals may be exchanged between County and DHS for purposes directly related to the provision of services to 124410jsd Page 22 of 26 Clients which are funded in whole or in part under this Agreement. However, County shall not use or disclose any Individually Identifiable Health Information about specific individuals in a manner that would violate DHS Privacy Rules, OAR 410-014-0000 et. seq., or DHS Notice of Privacy Practices, if done by DHS. A copy of the most recent DHS Notice of Privacy Practices is posted on the DHS web site at http://www.dhs.state.or.us/policy/admin/infosecuritylist.htm, or may be obtained from DHS. b. Data Transactions Systems. If County intends to exchange electronic data transactions with DHS in connection with claims or encounter data, eligibility or enrollment information, authorizations or other electronic transaction, County shall execute an EDI Trading Partner Agreement with DHS and shall comply with DHS EDI Rules. c. Consultation and Testing. If County reasonably believes that the County's or DHS' data transactions system or other application of HIPAA privacy or security compliance policy may result in a violation of HIPAA requirements, County shall promptly consult the DHS Information Security Office. County or DHS may initiate a request for testing of HIPAA transaction requirements, subject to available resources and the DHS testing schedule. 7. Resource Conservation and Recovery County shall comply and require all subcontractors to comply with all mandatory standards and policies that relate to resource conservation and recovery pursuant to the Resource Conservation and Recovery Act (codified at 42 USC 6901 et. seq.). Section 6002 of that Act (codified at 42 USC 6962) requires that preference be given in procurement programs to the purchase of specific products containing recycled materials identified in guidelines developed by the Environmental Protection Agency. Current guidelines are set forth in 40 CFR Parts 247- 253. 8. Audits a. County shall comply and, if applicable, require a subcontractor to comply, with the applicable audit requirements and responsibilities set forth in the Office of Management and Budget Circular A-133 entitled "Audits of States, Local Governments and Non - Profit Organizations." b. Sub -recipients shall also comply with applicable Code of Federal Regulations (CFR) sections and OMB Circulars governing expenditure of federal funds. State, local and Indian Tribal Governments and governmental hospitals must follow OMB A-102. Non- profits, hospitals, colleges and universities must follow 2 CFR 215. Sub -recipients shall monitor any organization to which funds are passed for compliance with CFR and OMB requirements. 9. Debarment and Suspension County shall not permit any person or entity to be a subcontractor if the person or entity is listed on the non -procurement portion of the General Service Administration's "List of Parties Excluded from Federal Procurement or Nonprocurement Programs" in accordance with Executive Orders No. 12549 and No. 12689, "Debarment and Suspension". (See 45 CFR part 124410jsd Page 23 of 26 76.) This list contains the names of parties debarred, suspended, or otherwise excluded by agencies, and contractors declared ineligible under statutory authority other than Executive Order No. 12549. Subcontractors with awards that exceed the simplified acquisition threshold shall provide the required certification regarding their exclusion status and that of their principals prior to award. 10. Drug -Free Workplace County shall comply and require all subcontractors to comply with the following provisions to maintain a drug-free workplace: (a) County certifies that it will provide a drug-free workplace by publishing a statement notifying its employees that the unlawful manufacture, distribution, dispensation, possession or use of a controlled substance, except as may be present in lawfully prescribed or over-the-counter medications, is prohibited in County's workplace or while providing services to the DHS Clients. County's notice shall specify the actions that will be taken by County against its employees for violation of such prohibitions; (b) Establish a drug- free awareness program to inform its employees about: The dangers of drug abuse in the workplace, County's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations; (c) Provide each employee to be engaged in the performance of Work under this Agreement a copy of the statement mentioned in paragraph (a) above; (4) Notify each employee in the statement required by paragraph (a) that, as a condition of employment to perform Work under this Agreement, the employee will: abide by the terms of the statement, and notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction; (5) Notify DHS within ten (10) days after receiving notice under subparagraph (4) from an employee or otherwise receiving actual notice of such conviction; (6) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program by any employee who is so convicted as required by Section 5154 of the Drug -Free Workplace Act of 1988; (7) Make a good -faith effort to continue a drug-free workplace through implementation of subparagraphs (a) through (6); (8) Require any subcontractor to comply with subparagraphs (a) through (7); (9) Neither County, or any of County's employees, officers, agents or subcontractors may perform any Work required under this Agreement while under the influence of drugs. For purposes of this provision, "under the influence" means: observed abnormal behavior or impairments in mental or physical performance leading a reasonable person to believe the County or County's employee, officer, agent or subcontractor has used a controlled substance, prescription or non-prescription medication that impairs the County or County's employee, officer, agent or subcontractor's performance of essential job function or creates a direct threat to the DHS Clients or others. Examples of abnormal behavior include, but are not limited to: hallucinations, paranoia or violent outbursts. Examples of impairments in physical or mental performance include, but are not limited to: slurred speech, difficulty walking or performing job activities; (10) Violation of any provision of this subsection may result in termination of the Agreement. 11. Pro -Children Act County shall comply and require all subcontractors to comply with the Pro -Children Act of 1994 (codified at 20 USC section 6081 et. seq.). 124410jsd Page 24 of 26 12. Medicaid Services County shall comply with all applicable federal and state laws and regulation pertaining to the provision of Medicaid Services under the Medicaid Act, Title XIX, 42 USC Section 1396 et. seq., including without limitation: a. Keep such records as are necessary to fully disclose the extent of the services provided to individuals receiving Medicaid assistance and shall furnish such information to any state or federal agency responsible for administering the Medicaid program regarding any payments claimed by such person or institution for providing Medicaid Services as the state or federal agency may from time to time request. 42 USC Section 1396a(a)(27); 42 CFR 431.107(b)(1) & (2). b. Comply with all disclosure requirements of 42 CFR 1002.3(a) and 42 CFR 455 Subpart 03). c. Maintain written notices and procedures respecting advance directives in compliance with 42 USC Section 1396(a)(57) and (w), 42 CFR 431.107(b)(4), and 42 CFR 489 subpart I. d. Certify when submitting any claim for the provision of Medicaid Services that the information submitted is true, accurate and complete. County shall acknowledge County's understanding that payment of the claim will be from federal and state funds and that any falsification or concealment of a material fact may be prosecuted under federal and state laws. e. Entities receiving $5 million or more annually (under this contract and any other Medicaid contract) for furnishing Medicaid health care items or services shall, as a condition of receiving such payments, adopt written fraud, waste and abuse policies and procedures and inform employees, contractors and agents about the policies and procedures in compliance with Section 6032 of the Deficit Reduction Act of 2005, 42 USC § 1396a(a)(68). 13. Agency -based Voter Registration County shall comply with the Agency -based Voter Registration sections of the National Voter Registration Act of 1993 that require voter registration opportunities be offered to applicants for services. 124410jsd Page 25 of 26 EXHIBIT E Required Subcontractor Provisions (RESERVED) 124410jsd Page 26 of 26