Common use of Sub-Delegation Clause in Contracts

Sub-Delegation. Any engagement by Vendor of a third party subcontractor (a “Sub-Delegate”) to perform any Delegated Services hereunder shall be deemed a sub-delegation of such Delegated Services. Vendor may not sub-delegate its responsibilities under this Attachment without the prior written approval of Health Plan, which shall be at Health Plan’s sole discretion. Requests to sub-delegate responsibilities must be presented to Health Plan in writing at least sixty (60) calendar days in advance of the effective date of such proposed sub-delegation. The written request must include an objective evaluation of the proposed Sub-delegate’s ability to perform the functions and comply with applicable Regulatory Requirements. Health Plan reserves the right to perform an independent evaluation of the proposed Sub-delegate’s capability to perform the functions in compliance with all requirements before rendering a decision whether to approve the sub-delegation. If Health Plan denies the request, the proposed Sub-delegate may not be brought forward for re-consideration as a potential Sub-delegate until nine (9) months after the denial decision is rendered. If Health Plan approves the sub-delegation of a portion of the responsibilities delegated hereunder to a Sub-delegate, Vendor shall be responsible for conducting oversight of Sub-delegate’s performance and for ensuring Sub-delegate’s compliance with the terms of this Attachment, including at least an annual evaluation of policies and procedures, audits, and a review of reports as described herein. Vendor must report the status and results of its oversight activities to Health Plan on at least a quarterly basis. Vendor shall provide documentation and demonstrate its oversight of Sub-delegate by Vendor, which at minimum shall include: a.) An executed agreement that defines: the delegated responsibilities of Vendor and Sub-delegate; the reporting requirements consistent with those outlined in this Attachment; the process by which Vendor will evaluate Sub-delegate’s compliance with performance requirements in this Attachment at least every twelve (12) months; and the remedies, including revocation of the sub-delegation, available to Vendor if Sub-delegate does not fulfill its obligations; b.) An evaluation of Sub-delegate’s capacity to perform the delegated activities prior to the execution of the contract; and c.) An annual evaluation of performance in accordance with Health Plan’s accreditation, regulatory and statutory standards. The role of Vendor and any Subdelegate in relation to Health Plan is limited to performing those Delegated Services set forth herein, in accordance with Health Plan’s standards and in compliance with Regulatory Requirements, and subject to Health Plan’s oversight and monitoring of Vendor’s performance. Health Plan retains the right to modify, rescind or terminate, at any time, any one or all of the Delegated Services under this Attachment, notwithstanding the sub-delegation of such Delegated Services as set forth in this Attachment. In addition, CMS and any other applicable Agency reserves the right to revoke any one or all of the Delegated Services and reporting requirements under this Attachment, or to specify other remedies in instances where CMS or other applicable Agency Health Plan or the Payor determine that Vendor or any Sub-delegate has not performed satisfactorily.

Sub-Delegation. Any engagement If another entity performs any of the functions delegated by Vendor of a third party subcontractor (a “Sub-Delegate”) to perform any Delegated Services hereunder shall be deemed a Health Plan for the Provider, Health Plan considers this sub-delegation of such Delegated Servicesthe delegated responsibilities. Vendor Provider may not sub-delegate its responsibilities under this Delegation Attachment to another entity without the prior written advance approval of from Health Plan, which shall be at Health Plan’s sole discretion. Requests to sub-delegate responsibilities must be presented to Health Plan in writing at least sixty (60) calendar 60 days in advance of the effective date of such proposed sub-delegation. The written request must include an objective evaluation of the proposed Sub-sub- delegate’s ability to perform the functions and comply with applicable Regulatory Requirementsstate and federal statutes and rules, and accreditation requirements. Health Plan reserves the right to perform an independent evaluation of the proposed Subsub-delegate’s capability to perform the functions in compliance with all requirements before rendering a decision about whether to approve the sub-delegation. The decision about whether to approve or deny the sub- delegation request is at the Health Plan’s sole discretion. If the Health Plan denies the request, the proposed Subsub-delegate may not be brought forward for re-consideration as a potential Subsub-delegate until nine (9) months after the denial decision is rendered. rendered.‌‌‌‌ If Health Plan approves the sub-delegation of a portion of the these responsibilities delegated hereunder to a Sub-delegateanother entity, Vendor shall be Provider is responsible for conducting oversight of Subthe sub-delegate’s performance and for ensuring Sub-delegate’s compliance to comply with the terms of this Delegation Attachment, including at least an annual evaluation of policies and procedures, audits, procedures and a audits and review of reports as described herein. Vendor Provider must report the status and results of its oversight activities to Health Plan on at least a quarterly basiswithin 30 days of completion. Vendor Health Plan reserves the right to perform an independent evaluation of sub-delegate’s capability to perform the functions in its sole discretion. Provider shall provide documentation and demonstrate its oversight of Subthe sub-delegate by Vendor, which at minimum shall Provider to include: a.) A. An executed agreement agreement, that defines: defines the delegated responsibilities of Vendor the Provider and Subsub-delegate; the , reporting requirements consistent with those outlined set forth in this Delegation Attachment; , the process by which Vendor will evaluate Subthe Provider evaluates the sub-delegate’s compliance with performance requirements in this Delegation Attachment at least every twelve (12) 12 months; , and the remedies, including revocation of the sub-sub- delegation, available to Vendor the Provider if Subthe sub-delegate does not fulfill its obligations; b.) An evaluation B. Evaluation of Subthe sub-delegate’s capacity to perform the delegated activities prior to the execution of the contract; and c.) An annual C. Annual evaluation of performance in accordance with Health Plan’s ’s, accreditation, regulatory and statutory standards. standards The role of Vendor Provider and any Subdelegate sub-delegate in relation to contracting with Health Plan is limited to performing those Delegated Services set forth herein, in accordance with certain delegated functions of Health Plan’s , using standards approved by Health Plan and which are in compliance with Regulatory Requirementsapplicable statues and rules, and are subject to Health Plan’s oversight and monitoring of VendorProvider’s performance. Health Plan retains the right to modify, rescind or terminate, terminate at any time, time any one or all of the Delegated Services delegated activities under this Delegation Attachment, notwithstanding the regardless of any sub-delegation of such Delegated Services as set forth in this Attachment. In addition, CMS and any other applicable Agency reserves the right to revoke any one or all of the Delegated Services and reporting requirements under this Attachment, or to specify other remedies in instances where CMS or other applicable Agency Health Plan or the Payor determine that Vendor or any Sub-delegate has not performed satisfactorilymay be approved.

Sub-Delegation. Any engagement 4.1 If Delegate sub-delegates any portion of the delegated functions to a Subcontractor, Delegate will require by Vendor of a third party subcontractor (a “Sub-Delegate”) to perform any Delegated Services hereunder contract that those functions shall be deemed a pre-approved by Delegator and be subject to the terms of this Addendum and will be provided in accordance with Delegator’s policies, procedures and program requirements and all state and federal regulatory and/or Accreditation Organization requirements applicable to Delegator. 4.2 Such sub-delegation shall not relieve Delegate of such Delegated Services. Vendor may not sub-delegate its responsibilities obligations under this Attachment without the prior written approval Addendum. Delegate acknowledges and agrees that all of Health Planits obligations under this Addendum shall apply equally to any Subcontractor that provides any services under this Addendum, which and Delegate represents and warrants that Delegate shall be at Health Plan’s sole discretion. Requests take all steps necessary to sub-delegate responsibilities must be presented cause such Subcontractor to Health Plan in writing at least sixty (60) calendar days in advance of the effective date of such proposed sub-delegation. The written request must include an objective evaluation of the proposed Sub-delegate’s ability to perform the functions and comply with applicable Regulatory Requirements. Health Plan reserves the right to perform an independent evaluation of the proposed Sub-delegate’s capability to perform the functions in compliance with all requirements before rendering a decision whether to approve the sub-delegation. If Health Plan denies the request, the proposed Sub-delegate may not be brought forward for re-consideration as a potential Sub-delegate until nine (9) months after the denial decision is rendered. If Health Plan approves the sub-delegation of a portion of the responsibilities delegated hereunder to a Sub-delegate, Vendor shall be responsible for conducting oversight of Sub-delegate’s performance and for ensuring Sub-delegate’s compliance with the terms of this AttachmentAddendum. 4.3 If Delegate sub-delegates any portion of the delegated functions, including then Delegate will provide to Delegator documentation, and demonstrate a plan for adequate oversight of, Subcontractor prior to any sub-delegation and annually thereafter, or will provide to Delegator, in writing Delegate’s request and acknowledgement that Delegator will perform oversight of all sub-delegated functions. 4.4 Delegate agrees to require by contract that Subcontractor acknowledge and agree that Delegator retains the right to perform evaluation and oversight of the Subcontractor, and will review or audit as required by law or if deemed necessary by Delegator. 4.5 The Delegate will provide Delegator with documentation of a written sub-delegation agreement and Business Associate Agreement that: a. Is mutually agreed upon; b. Describes the responsibilities of the Delegate and Subcontractor; c. Describes all sub-delegated activities; d. Requires at least an semi-annual evaluation of policies and procedures, audits, and a review of reports as described herein. Vendor must report reporting to the status and results of its oversight activities to Health Plan on at least a quarterly basis. Vendor shall provide documentation and demonstrate its oversight of Sub-delegate by Vendor, which at minimum shall include:Delegate; a.) An executed agreement that defines: the delegated responsibilities of Vendor and Sub-delegate; the reporting requirements consistent with those outlined in this Attachment; e. Describes the process by which Vendor the Delegate will regularly evaluate Sub-delegatethe Subcontractor’s compliance with performance requirements in this Attachment at least every twelve (12) months; and performance; f. Describes the remedies, including revocation of the sub-delegationdelegation agreement, available to Vendor the Delegate if Sub-delegate the Subcontractor does not fulfill its obligations;. b.) An evaluation 4.6 If Delegate sub-delegates any portion of Sub-delegate’s capacity to perform the delegated activities prior functions to the execution a Subcontractor, then Delegate will require by contract that Subcontractor agrees to indemnify and hold Delegator and its affiliates and their respective agents, employees, and/or officers harmless from any and all claims, losses, liabilities, damages, injunctions, lawsuits, fines, penalties, demands and/or expenses of the contract; and c.) An annual evaluation any kind or nature, including without limitation attorneys’ fees, arising out of performance in accordance with Health Plan’s accreditation, regulatory and statutory standards. The role of Vendor and any Subdelegate or in relation to Health Plan is limited to performing those Delegated Services set forth herein, in accordance with Health PlanSubcontractor’s standards and in compliance with Regulatory Requirements, and subject to Health Plan’s oversight and monitoring performance of Vendor’s performance. Health Plan retains the right to modify, rescind or terminate, at any time, any one or all of the Delegated Services under this Attachment, notwithstanding the sub-delegation delegated functions. 4.7 The Delegate agrees to monitor the Subcontractor for federal and state government programs exclusions on a monthly basis for Medicare/Medicaid providers and will maintain accurate records of such Delegated Services as set forth in this Attachmentmonitoring activity. In additionAny provider, CMS and Subcontractor or employee found excluded from any other applicable Agency reserves the right to revoke any one Federal and/or state government program must be removed from providing direct or all of the Delegated Services and reporting requirements under this Attachment, or to specify other remedies in instances where CMS indirect services for Medicare/Medicaid or other applicable Agency Health Plan or governmental program Members immediately and shall be reported to the Payor determine that Vendor or any Sub-delegate has not performed satisfactorilyDelegator.