HomeMy WebLinkAboutIGA - Medicaid Administrative BillingsDeschutes 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 June 25, 2008
Please see directions for completing this document on the next page.
DATE: June 16, 2008
FROM: Dan Peddycord Health Department 322-7426
TITLE OF AGENDA ITEM:
Consideration of signature of Document # 2008-341 — Intergovernmental Agreement # 125242
between the State of Oregon Department of Human Services and Deschutes County acting by and
through its local public health department for Medicaid Administrative Match Claiming (MAC) billing
from July 1, 2008 to June 30, 2013.
PUBLIC HEARING ON THIS DATE? No.
BACKGROUND AND POLICY IMPLICATIONS:
Medicaid Administrative Match Claiming (MAC) allows agencies to bill for certain administrative,
outreach, case management, and technical support given to assist Oregon Health Plan (OHP) eligible
clients with their application for OHP assistance and access to health care services. The medicaid
administrative program is expected to bring in $30,000 in revenue for work already being done by
maternal child health programs. This revenue is already in the budget. This new agreement requires,
us to pay our matched amount upfront prior to the claim payment.
FISCAL IMPLICATIONS:
Match money will be required to be paid in advance rather than after claims have been submitted.
RECOMMENDATION & ACTION REQUESTED:
Approval and signature of Document # 2008-341, Intergovernmental Agreement # 125242 between the
State of Oregon Department of Human Services and Deschutes County is requested.
ATTENDANCE: Dan Peddycord, Director, Deschutes County Health Department.
DISTRIBUTION OF DOCUMENTS:
Dave Anderson, Contract Administrator, Oregon Department of Human Services, 800 NE Oregon
Street, Suite 365, Portland, Oregon 97232, 971-673-0334, FAX: 971-673-0278; and Jill Fox, Health
Department, 2577 NE Courtney Drive, Bend, Oregon 97701, 322-7478.
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.)
Please complete all sections above the Official Review line.
Date: June 16, 2008
Contact Person:
Department:
Health Department
Dan Peddycord Phone #: 322-7426
Contractor/Supplier/Consultant Name: Dave Anderson, Contract Administrator,
Oregon Department of Human Services, 800 NE Oregon Street, Suite 365, Portland,
Oregon 97232, 971-673-0334, FAX: 971-673-0278
Goods and/or Services: Consideration of signature of Document # 2008-341 —
Intergovernmental Agreement # 125242 between the State of Oregon Department of
Human Services and Deschutes County acting by and through its local public health
department for Medicaid Administrative Match Claiming (MAC) billing from July 1, 2008
to June 30, 2013.
Background & History:
Medicaid Administrative Match Claiming (MAC) allows agencies to bill for certain
administrative, outreach, case management, and technical support given to assist
Oregon Health Plan (OHP) eligible clients with their application for OHP assistance and
access to health care services. The medicaid administrative program is expected to
bring in $30,000 in revenue for work already being done by maternal child health
programs. This revenue is already in the budget. This new agreement requires us to
pay our matched amount upfront prior to the claim payment.
Agreement Starting Date:
2013.
July 1, 2008
Annual Value or Total Payment:
Ending Date:
June 30,
Match money will be required to be paid in advance
rather than after claims have been submitted.
❑ Insurance Certificate Received (check box)
Insurance Expiration Date: NIA
Check all that apply:
❑ RFP, Solicitation or Bid Process
❑ Informal quotes (<$150K)
® 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:
Kate Moore
Manager, Maternal Child Health
Phone #:
322-7422
6/17/2008
Department Director Approval:
Signa re Date
Distribution of Document: Include complete information if document is to be mailed.
Official Review:
County Signature Required (check one): 0 BOCC 0 Department Director (if <$25K)
0 Administrator (if >$25K but <$150K; if >$150K, BOCC Order No.
Legal Review Date
Document Number
6/16/2008
Agreement Number 125242
State of Oregon
Intergovernmental Agreement
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 DI IS.Forms@;statc.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
ACTING BY AND THROUGH ITS HEALTH DEPARTMENT
2577 NE COURTNEY
BEND, OREGON 97701
Phone: 541-322-7422
Fax: 541-322-7424
Email: katemo@deschutes.org
hereinafter referred to as "County" or "LHD".
Work to be performed under this Agreement relates principally to the DHS'
Contract Administrator:
Public Health Division
Contract Administrator: Dave Anderson or Delegate
800 NE Oregon Street, Suite 365
Portland, Oregon 97232
Phone: 971-673-0334
Fax: 971-673-0278
david_v.anderson state..or.uus
1. EFFECTIVE DATE AND DURATION
This Agreement shall become effective on the date this Agreement has been fully executed by
every party and, when required, approved by Department of Justice or on July 1, 2008,
whichever date is later. Unless extended or terminated earlier in accordance with its terms, this
Agreement shall terminate on June 30, 2013. Agreement termination or expiration shall not
extinguish or prejudice either parties' right to enforce this Agreement with respect to any
default by the other party that has not been cured.
2. AGREEMENT DOCUMENTS
a. This Agreement consists of:
Exhibit A, Part 1:
Exhibit A, Part 2:
Exhibit A, Part 3:
Exhibit B:
Exhibit C:
Exhibit D:
Exhibit E:
Statement of Work
Payment and Financial Reporting
Special Terms and Conditions -Reserved
Standard Terms and Conditions
Insurance Requirements
Required Federal Terms and Conditions
Public Health MAC Time Study Activity Codes
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, (e) Exhibit C.
c. For purposes of this Agreement, "Work" means specific work or services to be
performed by County as set forth in Exhibit A.
3. CONSIDERATION
A. Summary of Medicaid Payment Methodology
Under Title XIX of the Act, the federal government and states share the cost of
providing allowable Medicaid administrative activities. The LHD will provide, in
advance, the non-federal share for eligible Medicaid administrative activities under this
Agreement. The LHD will provide 50% (fifty percent) of the total allowable costs
attributable for Medicaid activities performed, transferring their 50% non-federal share
to DHS prior to DHS claiming the federal share portion of the claim from CMS. The
LHD's matching non-federal share portion must be from allowable sources not
obligated to match other federal funds for any other federal program. DHS shall
reimburse the LHD the total allowable cost of providing Medicaid administrative
activities claimed in arrears on a quarterly basis and the LHD shall receive and retain
the full amount of the total computable payment for the work performed in accordance
with the Statement of Work, and the provisions of this Agreement applicable to time
study and cost documentation that result in claims for FFP.
Allowable administrative Medicaid costs are separate from any other direct Medicaid or
other services that may be provided by LHD pursuant to separate Medicaid funding
agreements or authorizations. Duplicate payments are not allowable when determining
administrative costs under Medicaid. Payments for allowable activities must not
duplicate payments that have been or should have been included and paid as part of a
rate for services, part of a capitation rate, or through some other local, State or federal
125242 IGA/Final/law/0508 Page 2 of 28
program. Medicaid administrative costs may not be claimed for activities that are
integral parts or extensions of medical services.
Separately, LHD will also pay to DHS quarterly an intergovernmental charge of the
amount calculated under this Agreement to pay the non-federal share of the costs of the
DHS Health Services Medicaid Administrative Claiming Coordinator.
B. Pay for all Work performed under this Agreement shall be subject to the provisions of
ORS 293.462. The maximum, not to exceed amount payable to LHD for providing
Medicaid administrative activities under this Agreement is $291,000.00.
C. DHS will only pay for work performed and documented in accordance with Exhibit A,
Part 1, Statement of Work, and the provisions of this Agreement applicable to time
study and cost documentation, and otherwise permitted by Medicaid.
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
X County is a vendor.
Catalog of Federal Domestic Assistance (CFDA) #(s) of federal funds to be paid through this
Agreement: 93-778
[remainder of page intentionally blank]
125242 IGA/Final/Iaw/0508 Page 3 of 28
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.
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 "SeIf-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:
(I) 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.
125242 IGA/Final/law/0508 Page 4 of 28
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: YOU WILL NOT BE PAID FOR WORK PERFORMED PRIOR TO NECESSARY
STATE APPROVALS
Approved By County
Al)
uthori0ed Sign re Title Date
a-0� ems- � �� �I � - )e � (I C�
Approved By DHS
Authorized Signature Title Date
Approved for Legal Sufficiency
APPROVED By e-mail dated 05/30/2008, Linda Grimms, Senior Assistant Attorney General
Assistant Attorney General Date
DHS Program:
Signature
DHS Contract Specialist
Name (printed) Date
Signature
125242 IGA/Final/law/0508
Name (printed) Date
[remainder of page intentionally blank]
DATED this Day of 2008.
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
ATTEST:
DENNIS R. LUKE, Chair
TAMMY MELTON, Commissioner
MICHAEL M. DALY, Commissioner
Page 5 of 28
Recording Secretary
EXHIBIT A
Part 1
Statement of Work
Background
Under Title XIX of the Social Security Act ("the Act"), the federal government and states share the
cost of funding the Medicaid program, which provides medical assistance to certain low-income
individuals. Federal Financial Participation ("FFP") is the federal government's share for states'
Medicaid program expenditures. States may claim FFP for providing administrative activities that are
found to be necessary by the Secretary of the U.S. Department of Health and Human Service for
proper and efficient administration of the state Medicaid plan. The process applicable to claiming
administrative costs is referred to herein as Medicaid Administrative Claiming or MAC.
DHS and LHD intend to improve health services access and availability for children and families
eligible for medical assistance under Medicaid and who reside in the geographic area(s) served by the
LHD. Under the Agreement, LHD will perform Title XIX administrative activities, and DHS will
reimburse LHD for the cost of performing these administrative activities. LHD will provide, through
its own staff and through subcontracts, outreach, health care coordination, and other medical assistance
related administrative activities that support DHS's administration of the Title XIX Medicaid Oregon
State Plan (the "State Medicaid Plan.").
Statement of Work
LHD shall directly and through subcontracts approved by DHS provide to Medicaid -eligible
clients allowable Title XIX administrative activities as follows: (a) Outreach and Application
Assistance for the Medicaid Program; (b) Referral, Coordination, Monitoring, and Training of
Medicaid Services; (c) Medicaid/Oregon Health Plan ("OHP") transportation and translation;
and (d) System Coordination Related to Medicaid Services, (collectively, the "Work"), which
are further defined in Exhibit E, attached and hereby incorporated by reference as part of this
Agreement.
A. LHD Responsibilities. LHD shall:
1. Utilize the specific Time Study Activity Codes as set forth in Exhibit E
("Activity Codes"), approved by DHS and the U.S. Department of Health and
Human Services, Centers for Medicare and Medicaid ("CMS") to document all
time spent on all activities listed in Exhibit E and to claim all costs under this
Agreement for allowable Medicaid administrative activities. Specifically, LHD
shall use the Activity Codes to document all time spent on all activities listed in
Exhibit E ("Documented Time") throughout four (4) specifically identified days
per claiming quarter ("Survey Days"). DHS shall randomly select the Survey
Days and notify LHD in advance of the Survey Days selected.
2. Provide training to its employees and subcontractors on the implementation of
the Time Study and Activity Codes to ensure LHD's employees and
subcontractors make claims only for allowable Medicaid administrative
activities.
125242 IGA/Final/law/0508 Page 6 of 28
3. Submit all MAC information to the Multnomah Education Service District
("MESD") for MESD's preparation of claiming information documents and
subsequent MAC claims to DHS. In accordance with its agreement with
Memorandum of Agreement #1 between DHS and MESD, MESD will post on a
secure Internet site quarterly claiming information for LHD's review and
approval. Steps in the approval process shall be as follows:
a. Within one week of posting by MESD of an LHD's claim, DHS shall
send an electronic invoice to a designated contact at LHD. Invoice shall
bill LHD for State match portion of Medicaid funds, more specifically
described in Exhibit A, Part 2. LHD shall have one week from the date
it receives the invoice to review and notify the DHS Contract
Administrator in writing of its disapproval—if any --of the document. At
the time LHD disapproves a quarterly claiming information document,
LHD must provide corrected information to DHS Contract
Administrator. LHD shall send such notices to DHS Contract
Administrator at the address indicated on page 1 of this Agreement.
b. If the LHD's total Documented Time throughout the Survey Days is
equal to or greater than fifty percent (50%) of the total time LHD spends
on all activities throughout the Survey Days, whether Documented Time
or otherwise ("Total Time"), LHD shall provide DHS with an acceptable
explanation for the percentage of Documented Time to Total Time.
If the explanation is acceptable to DHS and remains the same over time
even through LHD's total Documented Time throughout the Survey Days
continues to be equal to or greater than fifty percent (50%) of the total
time LHD spends on all activities throughout the Survey Days, then upon
approval by DHS, LHD shall maintain supporting documentation and
will not be required to provide an explanation to DHS unless
circumstances supporting the explanation change significantly. In that
case LHD shall submit acceptable documentation prior to payment.
DHS reserves the right to request at anytime documentation concerning
LHD's Documented Time and an explanation for that documentation.
Notwithstanding that actual percentage of Documented Time throughout
the Survey Days, LHD shall document and maintain in its records an
explanation of Documented Time for any individual that is equal to or
exceeds fifty percent (50%) of that individual's Total Time throughout
the Survey Days. Such documentation does not have to be provided as
part of the quarterly claiming process but must be made available to
DHS upon request.
c. LHD shall signify its approval of the claim by signing and dating the
invoice, and sending it with payment of the 50% match as described in
subsection 12 and Exhibit A, Part 2 to DHS at:
125242 IGA/Final/law/0508 Page 7 of 28
Department of Human Services
Receipting and Trust
PO Box 14006
Salem, OR 078309-5030
4. Be responsible for creating its own claiming information documents and MAC
claims and shall submit its MAC claims to DHS, should the agreement between
DHS and MESD expire or terminate prior to the expiration or termination of this
Agreement, and MESD's web -based time study tool for preparing LHD's
claiming information documents and MAC claims thus is unavailable.
5. Provide MESD with its actual and current cost pool data, including the total
number of staff in the cost pool, and Medicaid eligible percentage for the
claimed quarter within 30 days after the end of each quarterly claiming period.
Cost pool data includes: the name, title, job description, salary, and other
personnel expenses for each individual employee and subcontractor, including
each employee of subcontractor; the percentage of time each employee and
subcontractor, including each employee of subcontractor, spends on the coded
activities listed in Exhibit E; costs attributable to each employee's or
subcontractor's, including each employee of subcontractor, position providing
the Work.
6. Ensure that all MAC claims for the Work are in accordance with requirements
applicable to MAC claims in OMB Circular A-87 and the State Medicaid Plan,
which are incorporated herein by this reference. The Work for which LHD
claims reimbursement must be directly related to the administration of the State
Medicaid Plan for FFP to be available.
7. Obtain DHS's prior written approval of any subcontracts proposed by LHD for
the purpose of carrying out the Work under this Agreement. LHD shall provide
DHS with signed copies of the subcontracts executed for this purpose.
8. Monitor subcontracts to ensure that the Medicaid administrative activities and
costs being tracked and billed to LHD by subcontractors are allowable and
related to the purpose of this Agreement.
9. Monitor compliance with the requirements of this Agreement and maintain all
records that support the quarterly claiming information documents and MAC
claims for the Work performed, including but not limited to: position details,
cost information, Time Study results, records to indicate that services were
requested and the extent of services provided, other resources that have been
applied to offset costs, and any other information applicable to the Work
provided under this Agreement.
10. Upon request from DHS, the Oregon Department of Justice, Medicaid Fraud
Unit, the Secretary of State's Office, or the federal government, make available
all records that support the quarterly MAC claims to DHS for Work performed.
125242 IGA/Final/law/0508 Page 8 of 28
11. Assure that Medicaid eligible children and families receiving assistance under
this Agreement are free to accept or reject Medicaid services and are free to
receive such services from an enrolled provider of their choice unless otherwise
restricted to a provider of the Oregon Health Plan by DHS.
12. Pay DHS for the State match portion of Medicaid funds for MAC claims
submitted to DHS, and the DHS intergovernmental charge.
13. Use the DHS -provided Medicaid -eligible percentage for LHD's county in its
cost calculations unless another statistically based calculation has been approved
by DHS.
B. DHS responsibilities. DHS shall:
1. In accordance with Exhibit A, Part 2, upon payment from LHD of its 50 percent
match in accordance with its approval of the claiming information produced by
MESD, submit the resulting MAC claim to the federal government for payment.
2. Upon receipt of the LHD's match, reimburse the LHD's claim for the quarter.
3. Provide technical assistance and training to LHD, its employees, all LHD
subcontractors and LHD subcontractors' employees on the use of MESD's web -
based Time Study tool and Activity Codes, and all other processes and claiming
information documents necessary for LHD's MAC claims.
4. Assist LHD in the review of and provide comments on the subcontracts between
LHD and its subcontractors to carry out Work under this Agreement. DHS's
review of subcontracts is not made for the purpose of providing legal advice to
LHD. DHS will provide written approval of any subcontracts proposed by the
LHD.
5. Provide assistance to LHD in the identification of Medicaid administrative
activities eligible for reimbursement under this Agreement and reimburse LHD
as described in Part IV, Consideration
6. Assist LHD in responding to any federal Medicaid compliance issues.
[remainder of page intentionally blank]
125242 IGA/Final/law/0508 Page 9 of 28
EXHIBIT A
Part 2
Payment and Financial Reporting
A. DHS will only pay for Work performed and documented in accordance with Exhibit A,
Part 1, and otherwise permitted by Medicaid.
B. For purposes of this Agreement, all MAC claims submitted to DHS by MESD are
deemed to be submitted by LHD. LHD shall submit MAC claims for Medicaid
allowable administrative activities only. Medicaid does not pay for administrative
expenditures related to, or in support of, services that are not included in the State
Medicaid Plan, the Oregon Health Plan, or services which are not reimbursed under
Medicaid. In addition, Medicaid does not pay for health care services that are rendered
free of charge to the general population. Thus, any administrative activity which
supports the referral to, coordination of, planning of, or screening for services that are
provided free to the general population would not be considered as Medicaid
administration.
1. LHD shall submit to MESD quarterly, in arrears, all cost pool data, utilizing the
MESD web -based time study tool, for the Medicaid administrative costs claimed
under this Agreement. LHD shall determine the amount of Medicaid
administrative costs according to the federal formula, which is found in the
Medicaid Administrative Claiming Public Health Manual, Version 2.0, and
provided to the LHD by DHS.
2. LHD shall submit claims for Medicaid allowable activities only. Medicaid does
not pay for administrative expenditures related to, or in support of, services that
are not included in the State Medicaid Plan, the Oregon Health Plan, or services
which are not reimbursed under Medicaid. In addition, Medicaid does not pay
for health care services that are rendered free of charge to the general
population. Thus, any administrative activity which supports the referral,
coordination, planning of screening or services that are provided free to the
general population would not be considered as Medicaid administration.
C. LHD invoice for Medicaid administrative costs. LHD shall invoice DHS quarterly,
in arrears, for the Medicaid administrative costs under this Agreement.
1. LHD shall determine the amount of Medicaid administrative costs according to
the federally approved formula, which is contained in the, Public Health
Medicaid Administrative Claiming Manual, and will be calculated by the
process as described in Exhibit A, Part lA "LHD Responsibilities."
2. LHD shall send its invoice for costs claimed under Paragraph (C)(1) to DHS via
mail to:
Oregon Department of Human Services
Receipting and Trust
PO Box 14006
Salem, OR 97309-5030
125242 lG A/Final/law/0508
Page 10 of 28
D. LHD payment of non-federal share. At or before the time the LHD submits its
quarterly invoice for costs to DHS under Paragraph (C)(2), LHD shall transfer funds
from allowable sources to DHS representing 50% (fifty percent) of the total allowable
cost for expenditure incurred by the LHD for allowable Medicaid administrative
activities. LHD shall signify its approval of the claim by signing and dating the invoice
described in Paragraph (C)(2), and sending it—with enclosed payment of the 50%
match (as explained in this Section)—to the DHS address given on the invoice and
shown above.
E. DHS payment for Medicaid administrative claiming. Upon receipt of LHD's
transfer of the non-federal share and DHS' acceptance of the invoice, DHS will claim
FFP from CMS and reimburse LHD in arrears on a quarterly basis for the total
allowable costs of providing Medicaid administrative services described in this
Agreement and accepted by DHS.
F. Allowable funds. LHD pursuant to 42 CFR 433.51 certifies by its signature to this
Agreement that for the purposes of 42 CFR 433.51, the funds it transfers to DHS
pursuant to Paragraph (D) are public funds that are not federal funds, or are federal
funds authorized by federal law to be used to match other federal funds; and that all
sources of funds are allowable under 42 CFR Subpart B. LHD further certifies by its
signature to this Agreement that these funds will not be committed or earmarked for
non -Medicaid activities, nor will be contractually obligated for provision of health care
services to the indigent or for any other non -Medicaid activity.
G. Intergovernmental charge. LHD will pay to DHS quarterly an intergovernmental
charge (IGC) established in this Paragraph (G) for the non-federal share of costs for the
position of Health Services Medicaid Administrative Claiming Coordinator (the
"Coordinator") position, composed of the portion of that position's salary, other
personnel expenses and travel allocated to the Coordinator's functions related to Health
Services Medicaid Administrative Claiming.
LHD agrees to pay an IGC of $20.00 per cost pool member calculated based on
the number of cost pool members retained in the cost pool for the quarter in
which claims are submitted. Payments are due quarterly, within 60 calendar
days after the final day of the quarter (e.g., for the quarter ending March 31, the
IGC payment is due not later than May 30).
2. LHD understands that no portion of any Medicaid payments for Administrative
Claiming under this Agreement may be used to pay the IGC and represents that
LHD will use other public funds that are not associated with the Medicaid
payments under this Agreement to pay the 1GC.
3. LHD pursuant to 42 CFR 433.51 certifies by its signature to this Agreement that
for the purposes of 42 CFR 433.51, the funds it transfers to DHS for the IGC
pursuant to Paragraph (G) are public funds that are not federal funds, or are
federal funds authorized by federal law to be used to match other federal funds;
and that all sources of funds are allowable under 42 CFR 433 Subpart B.
125242 IGA/Final/law/0508
Page 11 of 28
H. LHD shall be financially responsible for the final amount of any claim for services
provided under this Agreement that CMS or DHS finds unallowable under the Medicaid
program. In the event CMS or DHS finds any costs claimed by LHD unallowable, DHS
shall provide LHD written notice identifying the amount that must be refunded to CMS
or DHS. Within thirty (30) calendar days of DHS's notice, LHD shall either (1) Make a
payment to DHS for the full amount of the unallowable cost identified by DHS in its
notice; or (2) Notify DHS in writing that LHD wishes to repay the unallowable amount
from future payments or other means. DHS may then offset the unallowable amount
from future payments owed to LHD under this Agreement, or any payment to LHD
from DHS under any other contract or agreement between LHD and DHS, present or
future. Nothing in this Section shall be construed as a waiver by either party of any
process or remedy that might otherwise be available. The rights and remedies of DHS
set forth in this Section shall not be exclusive and are in addition to any other rights and
remedies provided to DHS by law or under this Agreement.
I. LHD shall comply with CMS 42 CFR Parts 433, 447, and 457.
J. Administration of the Agreement
The parties acknowledge that CMS has proposed changes to the federal Medicaid
regulations which, if implemented, may affect the terms under which Medicaid
reimbursement is available. The imposed changes, when finalized, may impose
additional obligations and limitations on the availability of federal funds which may
impact this Agreement, but cannot be fully anticipated as of the date of the execution of
this Agreement. DHS may, in its sole discretion, determine whether an amendment or
termination of this Agreement is required due to changes in federal or state statutes or
regulations and that failure to amend or terminate this Agreement may place DHS at
risk of non-compliance with federal or state statute or regulation, including loss of
federal funds.
If DHS elects to amend this Agreement pursuant to this section, DHS will make
reasonable efforts to send the necessary amendment to the other party sixty (60)
calendar days before the proposed effective date of the amendment. If DHS determines
that an amendment is necessary with fewer than 60 calendar days before the effective
date of the federal or state law or regulation, the amendment will be provided as soon as
reasonably practicable but at least 15 calendar days before the effective date of the
amendment. The Amendment may alter the terms and conditions of the Agreement,
including but not limited to the reimbursement for services provided under this
Agreement and the services that are to be provided under this Agreement, including
termination of part of the services to be provided. Failure to amend the Agreement by
the effective date of the amendment will result in automatic termination of the
Agreement as of the proposed effective date of the amendment, notwithstanding any
other provision in this Agreement regarding termination.
125242 IGA/Final/law/0508 Page 12 of 28
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
organizational document and (c) do not and will not result in the breach of, or
125242 IGA/Final/law/0508 Page 13 of 28
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; Payments.
a. County shall not be compensated for Work performed under this Agreement by any
other agency or department of the State of Oregon or the federal government. DHS
certifies that it has sufficient funds currently authorized for expenditure to finance the
costs of this Agreement within DHS' current biennial appropriation or limitation.
County understands and agrees that DHS' payment of amounts under this Agreement is
contingent on DHS receiving appropriations, limitations, allotments or other
expenditure authority sufficient to allow DHS, in the exercise of its reasonable
125242 1GA/Final/law/0508 Page 14 of 28
administrative discretion, to continue to make payments under this Agreement, subject
to Section 7 below.
b. All billings and payments processed through the Medicaid Management Information
System (MMIS) shall be processed in accordance with the provisions of Oregon
Administrative Rules (OAR) 407-120-0100 through 407-120-0200, OAR 407-120-0300
through OAR 407-120-0380 and any other DHS Oregon Administrative Rules that are
program specific to the billings and payments and, if applicable, to billing and payment
of Medicaid services.
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.
9. County Default. County shall be in default under this Agreement upon the occurrence of any
of the following events:
125242 IGA/Final/law/0508
Page 15 of 28
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 30 days advance written notice to DHS;
(2) Upon 45 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 30 days advance written notice to DHS, if DHS is in default under this
Agreement and such default remains uncured at the end of said 30 day period or
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
125242 1GA/Final/law/0508 Page 16 of 28
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 30 days advance written notice to County;
(2) Upon 45 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 30 days advance written notice to County, if County is in default under
this Agreement and such default remains uncured at the end of said 30 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.
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.
125242 IGA/Final/law/0508 Page 17 of 28
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.
14. Insurance. COUNTY shall maintain insurance as set forth in Exhibit C, which is attached
hereto.
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 a 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
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.
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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, 1 8, 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
Justice. Such amendment, modification or change, if made, shall be effective only in the
specific instance and for the specific purpose given. The parties, by signature of its authorized
representative, hereby acknowledge that they have read this Agreement, understand it, and
agree to be bound by its terms and conditions.
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
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.
125242 IGA/Final/law/0508 Page 19 of 28
24. Survival. Sections 1, 4, 5, 6, 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
ACTING BY AND THROUGH ITS HEALTH DEPARTMENT
2577 NE COURTNEY
BEND, OREGON 97701
Phone: 541-322-7422
Fax: 541-322-7424
Email: katemo@deschutes.org
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.
29. Construction. Reserved
125242 1 GA/Final/law/0508
Page 20 of 28
EXHIBIT C
INSURANCE REQUIREMENTS
During the term of this Agreement, County shall maintain in force at its own expense, each kind of
insurance noted below:
1. Required by DHS of Agencies with one or more workers, as defined by ORS 656.027.
Workers' Compensation: All employers, including County, that employ subject workers, as
defined in ORS 656.027, shall comply with ORS 656.017 and shall provide workers'
compensation insurance coverage for those workers, unless they meet the requirement for an
exemption under ORS 656.126(2). County shall require and ensure that each of its
subcontractors complies with these requirements.
2. [ 1 Required by DHS [X] Not required by DHS.
Professional Liability insurance with a combined single limit, or the equivalent, of not Tess than
$0.00 each claim, incident or occurrence This is to cover damages caused by error, omission or
negligent acts related to the professional services to be provided under this Agreement.
3. [ ] Required by DHS [X] Not required by DHS.
General Liability insurance with a combined single limit, or the equivalent, of not less than $0.00
each occurrence for Bodily Injury and Property Damage. It shall provide that the State of Oregon,
Department of Human Services and their divisions, officers and employees are Additional
Insureds but only with respect to the County's Work to be provided under this Agreement;
4. [ ] Required by DHS [X] Not required by DHS.
Automobile Liability insurance with a combined single limit, or the equivalent, of not less than
$0.00 each accident for Bodily Injury and Property Damage, including coverage for owned, hired
or non -owned vehicles, as applicable. It shall provide that the State of Oregon, Department of
Human Services and their divisions, officers and employees are Additional Insureds but only with
respect to the County's Work to be provided under this Agreement;
5. Notice of cancellation or change. There shall be no cancellation, material change, reduction of
limits or intent not to renew the insurance coverage(s) without 30 days prior written notice from
the County or its insurer(s) to Department of Human Services;
6. Certificates of insurance. As evidence of the insurance coverages required by this Agreement,
the County shall furnish acceptable insurance certificates to Department of Human Services upon
request. The certificate will specify all of the parties who are Additional Insureds. Insuring
companies or entities are subject to State acceptance. If requested, complete copies of insurance
policies, trust agreements, etc. shall be provided to the State. The County shall be financially
responsible for all pertinent deductibles, self-insured retentions or self-insurance, as applicable.
7. Self-insurance. County may fulfill its insurance obligations herein through a program of self
insurance, provided that County's self insurance program complies with all applicable laws, and
provides insurance coverage equivalent in both type and level of coverage to that in ORS 30.270.
125242 IGA/Final/law/0508 Page 21 of 28
EXHIBIT 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(h)), 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.
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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. HIPAA 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
HIPAA), 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
Clients which are funded in whole or in part under this Agreement. However, County
125242 IGA/Final/law/0508 Page 23 of 28
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.ar.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
schedu le.
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
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
125242 IGA/Final/law/0508 Page 24 of 28
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.).
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
125242 IGA/Final/law/0508 Page 25 of 28
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
(B).
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.
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EXHIBIT E
Public Health MAC Time Study Activity Codes
Al. Outreach and Application Assistance for the Medicaid Program means: Interviews, group
meetings, phone contacts or home visits that inform Medicaid eligible and potentially Medicaid
eligible individuals and their families about the benefits and availability of services provided by
the Medicaid program. Additionally informing individuals and their families on how to access,
use and maintain participation in all health care resources (i.e. Medicaid, Early Periodic
Screening and Diagnostic Testing, etc), creating and/or disseminating materials to inform
children and families about Medicaid and assisting them to make application for Medicaid
eligibility (i.e. collecting information for the Medicaid application, helping to complete
necessary forms for the Medicaid application, and updating of forms as necessary if a child or
family's circumstances change), related staff travel and paperwork.
A2. Outreach and Application Assistance for Non -Medicaid Programs means: Activities that
assist the patient/client in gaining access to non -Medicaid services, effectively utilizing social
services and community wellness programs. (Included are housing, commodities, food banks,
Women's Infant and Children Program ("WIC"), foster care, financial assistance, exercise and
weight loss programs, energy assistance, child care, after school programs, friendly visitor and
vocational services). Activities that assist the client in applying for these services, including
form preparation, related staff travel and paperwork.
B1. Referral, Coordination, Monitoring, and Training of Medicaid Services means: Making
referrals for and coordinating the delivery of diagnostic and preventive service and treatment
for health, vision, dental, developmental, mental health, substance abuse and other Medicaid
services. Includes staffing to coordinate Medicaid case plan services (participation in
multidisciplinary team meetings, conferencing on health, developmental issues, consultations),
gathering background information and supportive information, such as medical histories,
writing case plans, or summaries and preparing and/or presenting materials for case review,
arranging for health services and coordinating services (i.e. psychological counseling, health,
substance abuse counseling and consultation, inpatient services), related staff travel and
paperwork.
B2. Referral, Coordination, Monitoring, and Training of Non -Medicaid Services means:
Making referrals for and coordinating the delivery of social services and community wellness
programs (including housing, commodities, food banks, WIC, foster care, financial assistance,
exercise and weight loss programs, energy assistance, child care, after school programs,
friendly visitor and vocational services) arranging transportation for these services and related
staff travel and paperwork.
Cl Medicaid/OHP transportation and translation means: Assisting an individual to obtain
transportation to services covered by OHP, arranging for or providing translation services to
facilitate access to OHP services. Include related paperwork, clerical activities or staff travel
required to perform these activities.
C2: Non-Medicaid/OHP transportation and translation means: Assisting an individual to obtain
transportation to services not covered by Medicaid/OHP, or arranging for or providing
translation services related to social, vocational, or educational programs. Include related
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paperwork, clerical activities or staff travel time required to perform these activities
Dl. System Coordination Related to Medicaid Services means: Working internally and with
other agencies to improve Medicaid health services, identify gaps in services, expand health
and medical services; and improve capacity to engage in medical assistance services and to
expand access and linkage to medical and health services and their utilization by medical
assistance target populations, gathering information about the target population to improve
early identification of health and developmental problems; related staff travel and paperwork
D2. System Coordination Related to Non -Medicaid Services means: Working internally and
with other agencies to improve social services, identify gaps in services, expand and improve
capacity to engage in non -Medicaid activities, expand access and linkage to non -Medicaid
services, their utilization by target populations; related staff travel and paperwork
E. Direct Health Care Services means: Providing direct health care services to a patient, such as
well baby checkups, immunizations, disease management, counseling, and including medical
case management or other activities that are an integral part or extension of a patient's visit.
Included is all related paperwork, clerical activities, staff time, or travel required performing
these services
F. Other Work Activities means: All other paid work activities that do not fall under one of the
above categories. Time off for vacation, sick leave, family leave, holidays, jury duty, paid
lunchtime, comp time, and any other time away from work if the time is paid. Such activities
may include payroll, maintaining inventories, developing budgets, general supervision, etc. All
related paperwork, clerical activities, or staff travel would also be included.
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