HomeMy WebLinkAboutAgreements/Contracts - RenewDocuSign Envelope ID: 362F1331-7B77-4A5D-8112-F5700147E148
FIRST AMENDMENT TO
BEHAVIORAL HEALTH SERVICES TELEMEDICINE AGREEMENT
THIS FIRST AMENDMENT TO BEHAVORIAL HEALTH SERVIES TELEMEDICINE AGREEMENT (this "First
Amendment") is made and entered into as of August 1, 2023 (the "First Amendment Effective Date") by and
between SEATTLE CHILDREN'S HOSPITAL, a Washington non-profit corporation ("Children's"), and GRANT
COUNTY, WASHINGTON, a political subdivision of the State of Washington, by and through its operating division,
Renew ("Renew").
RECITALS
A. Grant Integrated Services, formerly Grant Mental Health Care (collectively, "GMHC"), and
Children's entered into that certain Behavioral Health Services Telemedicine Agreement last executed on May
51 2015 (the "Agreement"), pursuant to which Children's provides or arranges for the provision of certain
behavioral health telemedicine services to pediatric and adolescent patients of GMHC.
B. In October 2021, GMHC re -branded itself and changed its name to Renew.
C. The parties now wish to update the Agreement to reflect the foregoing name change, to
increase the hours of service per week, and to otherwise amend the Agreement as set forth below.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties hereby amend the Agreement as follows:
1. Name. All references throughout the Agreement to "Grant Integrated Services," "Grant Mental Health
Care" and "GMHC" shall hereafter be deemed to refer to Renew, as described above.
2. Term. The parties acknowledge that, pursuant to Section 4.1 of the Agreement, the term of the
Agreement has renewed annually since its original effective date. The term, however, is hereafter amended to
expire one (1) year after the First Amendment Effective Date. Thereafter, the parties may further extend the
term only by mutual written agreement.
3. The following updates and replaces Section 6.4 of the Agreement:
"6.4 Each party will promptly notify the other party in writing of any complaints received
and/or adverse patient events related to Services provided by Children's or its providers under
this Agreement. Any such information created or shared by the parties or their providers related
to quality improvement, patient grievance, adverse event and risk management activities, and
any coordination, cooperation and communication between the parties and their providers
related to such activities, will be considered confidential, privileged, and protected, are not
intended to waive any rights to confidentiality or immunity from discovery provided under
applicable law, and will not be subject to disclosure to the extent protected by applicable law."
4. Notice. The notice addresses for Renew under Section 7.6 of the Agreement is updated as follows:
Grant County dba Renew
840 E. Plum St.
Moses Lake, WA 98837
Attn: Dell Anderson, M.N., LMHC — Executive Director
Grant County dba Renew
DocuSign Envelope ID: 362F1331-7677-4A5D-8112-F5700147E148
5. Services and Compensation. The chart at the end of Exhibit A of the Agreement is updated as follows:
6. Effect. Except as amended in this First Amendment, all terms and conditions of the Agreement shall
remain unchanged and shall continue in full force and effect.
7. Counterparts. This First Amendment may be executed electronically and in multiple counterparts, each
of which shall be deemed an original, but all of which together shall constitute one in the same instrument.
[Signatures on following page]
Grant County dba Renew
Hours per
week
Hourly
Rate
Total Monthly
Hours
Total Monthly
Cost
The Services
8 hours
$250.00
32 hours
$8,000
6. Effect. Except as amended in this First Amendment, all terms and conditions of the Agreement shall
remain unchanged and shall continue in full force and effect.
7. Counterparts. This First Amendment may be executed electronically and in multiple counterparts, each
of which shall be deemed an original, but all of which together shall constitute one in the same instrument.
[Signatures on following page]
Grant County dba Renew
DocuSign Envelope ID: 362Fl331-7B77-4A5D-8112-F5700147El48
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to be effective as of
the First Amendment Effective Date noted above.
CHILDREN'S
SEATTLE CHILDREN'S HOSPITAL
r--Docuftned by:
1ByjDd1& fA�("
NthjWB&j"2N91'ey
Title: Director., Psychiatry
ATTEST:
Bar ar J. Vasqup
Cler. o the Board
Approved as to form:
Rebekah Kaygr 7 WSBA #53257
Civil Deputy Prosecuting Attorney
Date: g Z
Grant County dba Renew
RENEW
.GRANT COUNTY, WASHINGTON., BY AND
THROUGH ITS OPERATING DIVISION., RENEW
By:
Name:a*)-e �AAAA4:�
BOARD OF COUNTY COMMISSIONERS
GRANT COUNTY, WASHINGTON
7Z>
6o7 /?,.,,3
Rob Jose, air
Cindy Ca&—rVice-Chair
Danny .Stone, Member
BEHAVIORAL HEALTH SERVICES TEL.EMEDICINE AGREEMENT
This Behavioral Health Services Telemedicine Agreement (this
Agreement) 1 * s! made -and entered into for the period January 1, 2015 through
December 31,2015, between SEATTLE CHILDREN'S HOSPITAL, 4800 Sand
Point Way NE, S,eaftle, WA 98105(Children's) and Grant Integrato.d Servi�oe's,
Grant Mental lle8fth Care PO Box 1057, Moses Lake, WA 98837 (GMHc ,
RECITALS
A. GMHC provides mental health outpatient services throughout the
county, with its primary office located in Moses Lake, Washington,
B, Children's, exempt from federal income to Linder
Section 501(c)(3) of the Internal Revenue Code, fulfills its charitable health care
mission in part through the operation of an acute care children's hospital In
Seattle3 Washington and the provision of other children's health services and at
facilities throughout the Washington, Wyoming, Alaska, Montana) and Idaho
it
region, In furtherance of its clinical and educational missions, Children's has
formed strategic relation hip With health care faollifles and providers aro ss the
region to ensure that children have access to high quality health care in their
local communities.
GMH C wishes Children's -to provide or arrange for -the provision of
4
behavioral health telemedicine services to pediatric patients of
GMHC. Children's employs or otherwise has arrangements with licensed child
and adolescent psychiatrists and child psychiatry fellows (collectively referred to
herein as Psychiatrists) o are qualified to provide the behavi
Moral health
telemedicine services required by MHG..
NOW, THEREFORE, Children's and GMHC agree as followsi:
AGREEMENT
1 . * * Behavioral Health Services, children's 1dren's shall provide or arrange. for the
provision of behavioral health telemedicine services for pediatric and adolescent
patients of GMHC at GMHC's clinics, as specified in Exhibit A.
1 A Delivery of Services, All Services to be furnished pursuant to this
Agreement shall be provided in accordance with the following: (a) the recognizeu
standard of' care for psychiatrists praoticing in Washington under the same or
in circumstancec s, (b) applit
I . able standards of relevant professional socleties,
and (c) all applicable taws.
1.2 Administrative Supp.ort. Throughout the term of this Agreement,
GMHC will provide the following administrative support of the Services, at no
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charge to Children's: reasonable and necessary receptionist, patient scheduling,
and Medical record services, 4
k #
24, PsveniaTrist Qualifications, Each Psychiatrist providing Services shall
have.andmaintain, the following qualifications at all times, all of which
1*
qualifications are and shall at all times be active and in good standing and none
of which criteria are or shall at any time b restricted, conditional, suspended,
reprimanded, sanctioned, or disciplined, ;summarily or otherwise: (a) licensure as
a psychiatrist in the State of Washington; and (b) all narcotics and controlled
substances numbers, licenses, registrations and certifications required by federal
or state laws or regulations to provide the services described in this Agreement,
3. CoMpgnsafion And. Billina
3.1 Co,.;w,m nsation. MHC shall pay Children's professional fees for
Services hereunder at the applicable rates as set forth in Exhibit A, Such fees
will be payable M. onthly within thirty (30) days of GMHC' receipt of Children's
invoice. The parties agree that the compensation to be paid over the term of this
Agreement (a) does not exceed fair market value; (b) i's not determined in
manner that takes into account the volume or value of referrals or other business
that might be generated between Children's and GMHG, except as may be
permitted by law; and (c) does not require the limitation or withholding of items or
services from patients in violation of any federal, state, or local law.
3.2 hillincl and Collection. GMH C shall be responsible for billing and
collection of fees or charges for Services provided by Children's under the terms
of this Agreement, and the parties agree that only GMHC shall bill and collect
any fees or charges for such Services, 4
MHC shall have the right to establish all
fee schiBdules regarding Services provided hereunder. Children's shall have no
interest in or claim to any fees or charges for, or any revenues or receipts
attributable to the Services and hereby assigns to GMHC all professional fees
attributable to Services provided hereunder, with full authorityin GMHG to collect
such fees and to enforce payment by all legal means, Upon request by GMHC,
Children's shall cause its employees and agents to execute and deliver
instruments of assignment prepared by GMHC and reasonably acceptable to
Children's..
4. Term and Termination
4.1 Term, The term of this Agreement shall be for one (1) year
commencing on the effective date and continuing until December 31, 2015 and
thereafter automatically renews for successive one (1) year terms, unless earlier
terminated m accordance with this Section 4.
4.2 Termination of the Agreement. The entire Agreement may be
terminated as follows:
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4.2.1 Without Gau.se. Either party may terminate this Agreement in
its entireity without cause upon at least sixty (60) days prior written notice.'
4.2,2 For Material Breach. Either party may terminate this
Agreement in its entirety in the event of. a breach by the other party of a material
provision of this Agreement, which breach is not cured within thirty (30) days
after the non -breaching party nOtifies the breaching party of such breach, To
terminate the Agreement undor this section, the non -breaching party must send
the breaching p6rty written notice describing in detedl the nature of the alleged
material breach. Notice under this section $hall conform to the requirements. of
Section 7.6. The breaching party shall have thirty (30) days from receipt of such
notice to correct or cure said breach, Failure to correct or cure said material
branch within the thirty (30) day period shall permit the non -breaching party to
i i mmediately terminate this Agreement at the end of such thirty (30) day period,
4,3 Effects of Termination,, Upon the expiration or termination of this
Agreement, the parties shall cooperate fully to ensure the transfer of care of all
patients receiving services pursu"ant to thi's Agreement to other providers, To' the
extent required by 42 U.S.C. '1 nn (the Stark law), 42 U,S.C. I 0a_7b(b) (the
anti -kickback jaw), and the regulations thereunder, if this Agreement is
terminated other than at the end of its term, the parties shall not -enter into
another agreement for the provision of s.imllar services until the exp iratioh of such
term.
5, Documentation. of Services Provided. Children's shall require
Psychiatrists to document Services provided to patients pursuant to this
Agreement consistent with applicable laws and professional standards and to
comply with GMHC' policies regarding the confidentiality and treatment of
medio,al records and .related Patient Information, Children's shall comply with
state and federal law regarding the maintenance, Use and disclogure of medical
records and other individual health information.
6. Insurance an-fl-ndemnification
,1 'Professional Liabilitv Coverage. ChildrenT s- shall be responsible to
arrange for continuous professibnal liability coverage to injure Children's
employees against claims for damage arising by reason, of death or injury,
'r
occasioned directly or indirectly by the performance of or failure to perform any
IIIMjtS
services arising out of this Agreement with liability
1 of net. less than Two
Million Dollars ($1,000,'000). per ocdurrence and Three Million Dollars
($3,000,600)'In the annual aggregate of claims rnade.,lf non -employed medical
staff are used by Children's to- perform services under this contract, Children's
shall ensure that those physicians shall have professional hability insuranice with
minimum liability limits of not less,than One Million Dollars ($1,000,000) per
occurrence and Three Million Dollars ($3,000,000) in the annual aggregate.
GMH C shall maintain at its- sole expense, professional liability coverage with
minimum liability limits of not less than One Million Dollars ($1,000,000) per
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occurrence and Three Million Dollars ($3,000,000.) in the annual aggregate of
Claims made. Each party shall promptly notify the other parties 'inwriting of any
ca.ncellation, reduction, or other material change in the amount or soope of any
coverage(s) required under this Section 0.1.
6.2 General Liability Coverage, Each party shall maintain at its sole
expense general liability coverage with liability limits of not less than One Million
Dollars .($1 000-,000) per occurrence and Three Million Dollars ($3,000,000) in
the annual a'
I g9regate of claims made,
6.3 ' Indemnification. To the fullest extent permitted by law, Children's
i
shall ndemnify and hold GMHC and its members, directors or trustees, officers,
employees and agents harmless from and against any and all claims, demands,
filabifities, damages, judgments and expenses, 'Including reasonable attorneys'
fees (collectively, "Damages") to, the extent that such Damages relate to any
breach of, any of the -term of this Agreement or result from any negligent acts or
om'iss.ion s relating to the performance of Services under this Agreement by
Children's, its employees or agents. Children's shall, not be liable to GMHC for
any Damages to the extent that such Damages relate solely to facilities
equipment, materials, supplies ('Including drugs or biologicals), or personnel
made available to Childrenz by GIVIHC for'any reason relating to the
performance of Services under this Agreement by Children's. To the fullest
extent permitted by law, GMHC, shall indemnify Children's, its members,
directors, trustees, officers, employees, agents, and the Psychiatrists providing
care under this Agreement for any Damages to the extent that such Damages
relate to any breach of any of the terms of this Agreement, or result from any
negligent act or ornis§lon of GMHC or its members, directors, officers employees
and agents relating to the performance of Services under this Agreement by
Children's, its employees or agents, The indemnity obligations of each party
hereunder extend only to extent of such party's negligence in the case of
concurrent negligence by the parties, or their respective members, directors,
trustees, officers, employees or agents. This Section 63 shall survive the
termination of this Agreement.
6.4 GMHC shall notify Children's of any complaints and/or adverse
patient event's related to services provided key Psychiatrists under this
Agreement. If such complaints or adverse patient events relate to services
provided by a Psychiatrist who is a group physician of Children's University
Medical -Group (CU MG), Childrori"s shall provide such notice as well as any
i I nformation related to .any such complaints- to the psychiatrist and CUIVIG. Any
such information will be considered by Children's and CUMG to be confidential
information protected Le der the coordinated Quality Improvement Program for
Children's and/or UW Medicine as authorized by RCW 43.70,.,510, and all such
information will be treated as confidential and not subject to disclosure except as
provided under Washington law.
7. GENERAL PROVISIONS
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7.1 Complianae with Law.
.1.`'I HIPAA Coni oliance. In performing its obligations under this
Agreement, each party
represents and warrants to the other that it will corn -ply
with all applicable requirements. concerning the disclosure of "protected health
information" as that term is defined by the He.alth Insurance Portability -and
Accountability Act of 1996, as amended ("HI AA") and its implementing
regulations,
7.1.2 Medicare Access fo Books and Records. If the Secretary of
Health and Human Services or the. Comptroller General of the United States or
their respective representatives determine this Agreement is a co I ntract described
in Section 1861(v)(1 of -the Social Security Act, 42 U.S.C. Sebtion 1395x(v)(1)(I)
as amended from time to time, until the expiration of four (4) years after the
termination of this Agreement, Children's agrees that Children's shall make
available, upon written request of the Secretary or Comptroller General r` their
duly authorized representatives, and to GMHC such books, documents and
records as are necessary to certify the nature and extent of compe nsation paid
by Children's pursuant to this Agreement, Children's shall notify GIH C of any
such request Gwithin ten (10) business days of receipt -thereof, and shall provide to Mf HC copies o , a J
. .. 11 documents provided to the requester. The provisions of this
paragraph shall survive the termination of this Agreement.
7.1.3 Federal Law Corn tiance,. A party currently may be, and in
the future may become, subject to the Executive Order Program of the Office of
Federal Contract Compliance applicable to employers that receive federal grants
or perform services or provide goods and services pursuant to federal contracts.
To the extent applicable, th * e parties shall (and shall cause any authorized
subcontractors to) comply with the nondiscriminati
H ion and affirmative action
requirements of applicable law and of the requirements of the Executive Order
Program,
7.1.4 Compliance With Medicare Fraud And Abuse And Stark
Laws. GMHC and Children's shall not associate employ, or ongage
I in any
activity prohibited by 42 CFR Part 411 (411.1 to 411,36 1), Part 1001
(1001.952(x) to 1001,953), or any other federal, state or local law or regulation -
relating to the referral of patieh-ts, including, without limitations, anti -rebating and
self -referral prohibitions and limitations, as those regulations now exist or as
subsequently amended, renumbered or revised, nor shall GMHC or Children's
engage in similar activities with respect to any third party, including., but not
limited to, soliciting or receiving, directly or indirectly, any compensaiti-on, in cash
or in kind or offering to pay any cbmpensation to a third person in exchange for
referring an individual to a person for the furnishing of ;a-ny item or service for
which payment may be made in whole or in part by Medicare- or Medicaid, except
as permitted by law.
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7.1.5 No Sanctions or Rettri ction s. Each party represents and
warrants that it has never been, 'is not currently, and shall, not at any time during
the term of this Agreement be (a) excluded, barred from participation in, or
sanctioned by any state or federal healthcare pro- gram, including without
limitation Medicare or Medicaid; or (b) tho recipient of a crimineil conviction or
guilty plea related to any such health care program. In addition, each represents
and warrants that it is- not a party to any. agroemeot, understanding or
arrangement that would prohibit or restrict, or require the consent or approval of
any other party to, the performance its respective duties and obli-gations as set
forth in this Agreement.
T1.6 Contract Modiffication.s. In the, event that any state or federal
laws or regulations, now existing or enacted or promulgated after the Effective
to 8reinterpreted by judicialdec1
'slon, a regulatory agency, or legal counsel in
such
a manner as to indicate that the structure of this AgreemOnt may be in
violation of such laws or regulations, the parties shall make good faith efforts to
amend this Agreement -as necessary. If, aftorthe exercise Of good faith efforts
for a period of at least thirty (30) days, the parties have not agreed on
amendment(s) to this Agreement that resolve the legc1l issues referred to above,
either may terminate this Agreement immediately up -on written notice to the
othEir. To the- maximum extent possible, any such am,endment shall preserve the
underlying economic and financial Ewrangement8 between the parties,,
7.2 Non Solicitation. GMH C agrees that it will not solicit or employ any
individual performing Services under this Agreement during the term of this
Agreement and for two (2) years following its -termination.
e
7.3 Private Practice, Children's and any . individuals petforming Services
hereunder may. provide professional services outside the scope of this
Agreement when consistent with the. satisfactory discharge of their respective
responsibilities under this Agreement,
7.3 Use -of Name. Neither party may use the name, logo or any
'Identifying symbolof the other party in cionnection With the services to be
provided under* this Agreement without the other party's express prior
permission, which may be given or withheld for any reason. Any permission
granted under this Section 7.3 shall be revokedautomatically up.on the expiration
or termination, of this Agreement,
7.4 Referrals. The parties ackn
owledge that none of the benefits granted
them hereunder are conditioned on any requirement that Children's or GMHC, or
their physicians, if any, make referrals to, be I
in aipos I t*on to make or 'Influence
referrals to, or otherwise generate business for the other party.
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7.5 Independent-Contr Each Psychiatrist providing Services under
the terms of this Agreement shall exercise clinical judgment free of any direction
or control by Children's or GMHC. In performing the responsibilities de8cribed in
this Agreement, Children's 'is at all times acting and performing as: an
independent contractor. Nothing in this -Agreement is intended to creat 6 an
employer/employee relationship between the Children's or GMH C and any
individual that did not exist prior to this Agreement. Children's shall be solely
responsible for compensating -Psyohiatri sts for Services rendered pursuant to this
Agreement,
7.6 Notice, Written notice required under this Agreeme'nt shall be
delivered personally or sent by United States certified mail, posMage prepaid and
return receipt. requested, and addressed or delivered to the parties at the
following addresses (or su�ch other address as may hereafter be designated by a
party by written notice thereof to the other party):
If to Children's: Seattle Children's Hospital
PO Box 5371,1/ OA,5,154
Seattle, WA 98145-6005
If to GMF:
Attention: Leslie Pierson
GMHC
PO Box 1057
Moses Lake, WA 98837
Attention.- Leroy Allison, Executive Director
Notice shall be effective upon delivery,
7.7 Construction. No provision of this Agreement shall be int* rpreted for
e
or 'nst, 'the , O rty, 4p'b auso"that party's legal representative drafted such
provision.
7.8 Severability. The provislon8 of this Agreement shall be deemed
severable and if any portion shall be held invalid, illegal or unenforceable for any
reason, the remainder of this Agreement shall be effective and binding upon the
parties.
.V
7.9 Waiver. The failure of a party to insist upon strict adherence to or
performance of any provision of this Agreement on any occasion shall not be
considered a waiver nor shall it deprive that party of the right thereafter to
enforce performance of or adherence to that provision or any other provision of
this Agreement,
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7.10 force Mje , Neither party shall be liable nor deemed to be in
default for any delay or failure in perf6rmance under the Agreement or other
interruption of service or employment deemed resulting, directly or indirectly,
from acts of nature, civil or military authority, acts of public enemy, war,
accidents, fires, explosions, earthquakes, floods, failure of transportation,
machinery or supplies, vandalism, strikes or other work interruptions or any
similar or dissimilar cause beyond the reasonable control of either
party. However, both parties shall make good faith efforts toperform un' der this
Agreement in the event of any such circumstance,
7.11 Entire Acireernent, Amendment. This Agreement and, all exhibits and
attachments hereto, which are incorporated horein by this ref eren-ceVand all
documents referenced herein, constitute a full and complete expros8lon of the
rights and obligations of the parties. and shallsupersede all other understandings
and agreements, written or oral, heretofore made by the parties. This Agreement
may be modified only in writing, signed by theparties hereto,
7.12 No Third Part .enef I ici . Nothing in this Agreement I's intended to
confer or shall confer upon any person not a party to this Agreements nor rights,
remedies, obligations, or Rabilitles whatsoever.
7.13 Counter arts. This Agreement may be executed in any number of
1.
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
The undersigned represents and warrants that s/he is duly authorized to
execute and deliver this Agreement as set forth below and that this Agreement is
binding upon that party in accordance with its terms.
EXECUTED by the parties on: the i final date signed below,
Grant Integrated Services, Grant Seaftle Childreh's Hospital
Mental Health C re
ByM- :Zia 5y;
Printed l"chae.vePrinted �elly Walface
Rrd Stns
Name Name
Title: BOCC Chair
Title.,. Sr, VP, Chief Financial Officer
--;w- �P� (00"�
Date:--{ S
Date:
ATTACHED EXHIBIT,
Exh 1 bit A SERVICES AND COMPENSATION
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(I
17 -ant Integratud Svrvices, Grant Memo/ Health ("are
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I Services. Children's agrees to provide or to arrange through its contracted
or affiliated entities, 'including Children's University Medical Group
("CUIQ( G"), for the provision of the Services for GC as more fully
described hereunder.:
pgychlatric diagnosis, intervention, cairn selfin g, and medication
management services to GHIVICs pediatric and adolescent patients
and their; and
mutually agreed upon consultation and trainlrfg services to GHNI 's
clinicians.
The Services will be provided via telemedicine in accordance to the
schedule a.s more fully described in hereunder and the mutually
agreement of the parties, Children's shall 'invoice GHM.0 'In a0cordance
with the monthly schedule and fees hereLinder and it is the responsibility
of GHMC to schedule patients into these blocks of time. The parties
acknowledge and agree that the number and type of patients scheduled
Will be clinically appropriate,
2, Compensation. Children's shall invoice and QHMC shall pay Children for
the Services according the.monthly schedule and fee rates hereunder, In
the event Children's is unavailable to provide the Services pursuant to the
following monthly schedule, that month's invoice shall be adjusted
accordincilv.
Hours* per Hourly Total Monthly Total Monthly
Week Rate Hours Cost
The Services ------- - ----- 5.5 hours $260.00 22 hours $5,500.00
The number of hours may beincreas'ed by prior mutually agreement of the
Pa rties.
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