HomeMy WebLinkAbout20100837.tiff RESOLUTION
RE: APPROVE SALES ORDER AND CUSTOMER AGREEMENT AND AUTHORIZE CHAIR TO
SIGN NECESSARY DOCUMENTS-MEDIFAX-EDI, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Sales Order and Customer Agreement
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Weld County Department of Public Health and
Environment, and Medifax-EDI, LLC, with terms and conditions being as stated in said sales order
and agreement, and
WHEREAS, after review, the Board deems it advisable to approve said sales order and
agreement, copies of which are attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Sales Order and Customer Agreement between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of
the Weld County Department of Public Health and Environment, and Medifax-EDI, LLC, be, and
hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said sales order and agreement, and any other necessary documents.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 21st day of April, A.D., 2010.
ARD OF COUNTY COMMISSIONERS
D COUNTY, COLORADO
ATTEST: y .. i -•� � ' '!r. �il •�u c• .'
" r•u_ as ademach=r, Chair
Weld County Clerk to the Boar.%n pnr-
®A n�'�� •4. ,�i L/t Li /7L7 -�71—CA
W 6V 'rrbara Kirkmeyer, o-Tem
BY:
i �
Dep y Clerk o he Board
—
Sean PT ay
AP ED RM: -7 ory
illiam F. Ga
oar y Attorney EXCUSED
David E. Long
Date of signature: J
Cc: Eft (I orli, sen-I 107A y/k.
5_�J /U J 2010-0837
HL0037
Memorandum
TO: Douglas Rademacher, Chair
Board of County Commissioners
FROM: Mark E. Wallace, MD, MPH, Director
O Department of Public Health and
Environment \\v, (,
•
COLORADO DATE: March 8, 2010
SUBJECT: Agreement for Medifax-EDI Services
Enclosed for Board review and approval is an agreement between the Weld County
Department of Public Health and Environment (WCDPHE) and Medifax, EDI, Inc. for
patient eligibility verification services. This agreement will authorize the set up of a
Medifax Point-of-Service terminal for $695 in the southwest Weld County clinic, the
$20.00 monthly usage fee, and the $.30 per transaction fee.
With this service, WCDPHE staff can verify eligibility of clients for Medicaid and
Medicare services in seconds with or without a plastic card. The terminal will also print
a report of the response.
As this service will increase the accuracy of our billing processes and also decrease
staff time for verification of eligibility, I recommend your approval of this agreement.
Enclosure
2010-0837
Page 1 of 13
Sales Order
Congratulations! You have successfully completed the enrollment process.
If you have any questions call 866-369-8805.
Sales Initiative: 1-78CMAI add a pos
Existing Customer ID: med28777
Entered By: lball@emdeon.com
Customer: WELD COUNTY DEPT OF Billing Information
PUBLIC HEALTH AND Address: WELD COUNTY DEPT OF
ENVIRONMENT PUBLIC HEALTH AND
Address: 1555 N 17TH AVE ENVIRONMENT
GREELEY,CO, 1555 N 17TH AVE
80631 GREELEY,CO, 80631
Phone: Phone: 970-304-6420
970-304-6420
Fax: 970-304-6412
Fax: 970-304-6412
Tax ID: 846000813
Line of Business: Medical
Primary Contact:
Name: Judy Nero
Email: lball@emdeon.com
Pricing for Services and Products
Services: Real Time Transactions
Products: Trans380(1 Units)
Pricing: $695.00 Set-Up Fee, $20.00 Monthly Fee, $.30 Non-Par Transaction Fee**
** Payer Pass-through fees for Real-time Medicaid transactions may apply and
will be billable through Emdeon
Notes: .30 cents per transaction applies to existing and new terminal/$20.00 access
applies to existing(TPG 00058836)AND new machine
a oi0--D8S
file://C:\Documents and Settings\lball\Local Settings\Temporary Internet Files\Content.Ou... 3/18/2010
Page 2 of 13
Ship To: WELD COUNTY DEPT OF PUBLIC HEALTH AND ENVIRONMENT
Address: 1555 N 17TH AVE
GREELEY,CO, 80631
Phone: 970-304-6420
Fax: 970-304-6412
Ship Ground(shipping charges apply)
Via:
Providers
Name and Credentials Tax ID/ Payer Information
NPI/
Speciality
Weld County 846000813 " Payer PIN iGroup#ITrx'
Department of Public He Blue Cross Blue 1174515258
All others Shield of Colorado
(087)
Colorado Medicaid 1174515258 RT
*Medicare Part A and 1174515258 �I B
Selected Payers
Real-Time: Blue Cross Blue Shield of Colorado, Colorado Medicaid,
*Medicare Part A and B
Thank you for choosing Emdeon.
By signing below,Customer acknowledges that Customer has received and reviewed the Customer
Agreement General Terms and Conditions and Sales Order,and hereby accepts
and agrees to all terms and conditions contained in such agreements, as well
as the pricing terms set forth above.
CUSTOME MEDIFAX-EDI LLC
Signature: _t �� r Signature:
Print Name: Douglas R demacher Print Name: LOWell Stokes
Title: Chair, Board of Weld County Title: U.P. -Assistant General Counsel
Commissioners MAR 1:g 2010
Date: APR 2 12010 Date:
CUSTOMER AGREEMENT
GENERAL TERMS AND CONDITIONS
THIS CUSTOMER AGREEMENT(this"Agreement")by and between Medifax-EDI,LLC("Company")and
WELD COUNTY DEPT OF PUBLIC HEALTH AND ENVIRONMENT("Customer")consists of the terms and
conditions set forth below(the"General Terms and Conditions")and those set forth in the applicable Sales Order.
For adequate consideration,the receipt of which is hereby acknowledged,each of Company and Customer,intending to
be legally bound,mutually agree to the following terms and conditions:
I.Definitions.For all purposes of this Agreement,the following terms shall have the following meanings:
Dior 6837
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Page 3 of 13
1.1 "Affiliate"shall mean any entity owned or controlled by,under common ownership or control with,or which owns
or controls either party to this Agreement or any of its subsidiaries.
1.2"Effective Date"shall mean the date this document is signed by Company.
1.3 "Facilities"shall mean the Customer or Affiliate owned or operated facilities listed on the Sales Order.
1.4"IP"shall mean the Products,Services and Materials provided hereunder.
1.5 "Materials"shall mean all specifications and written materials(including but not limited to any and all training
materials,designs and design documents,information manuals,and all other documentation)provided to Customer by
Company with respect to the Products and Services provided hereunder.
1.6"Payers"shall mean those entities that receive Transactions submitted by Customer through the Services,as
identified from time to time by Company.
1.7"Products"shall mean all equipment,hardware,firmware,Software and other applications,and all modifications,
updates,enhancements,or replacements for any of the foregoing,furnished to Customer by Company hereunder.Each
Product selected by Customer and the pricing related thereto shall be set forth on the Sales Order attached hereto.
1.8 "Services"shall mean the eligibility verification,claims management and other practice management services
performed by Company or one of its Affiliates(including,but not limited to,Envoy LLC and Medi,Inc.)from time to
time for Customer through use of the Products.
1.9"Software"shall mean those computer software programs(whether in source or object code form)to be provided
by Company hereunder.
1.10"Transactions"shall mean batch and real-time healthcare transactions submitted by Customer to Company for
transmission to a Payer,whether or not a Payer accepts or favorably adjudicates such transactions.
2.Right to Use the Products and the Services.Subject to the terms and conditions of this Agreement,Company
grants to Customer a non-exclusive and non-transferable license for the term of this Agreement to use the specified
Products and Services,including the machine readable object code version of the Software,if applicable,only at the
designated Facilities for the internal use of Customer for the processing of patient information and development of data
with respect to Payers.This license grant to Customer also includes the right to use the Materials at the Facilities solely
to assist Customer in its use of the Products and Services.No rights are granted to the IP except as explicitly set forth in
this Agreement.Customer may make a reasonable number of copies of the Software,if applicable,only for backup and
archival purposes.Customer shall not remove any of Company's copyright,trademark,or other confidentiality notices
from the Software or Materials.Notwithstanding the above,if any Product selected by Customer involves the purchase
of equipment,the terms of such purchase shall be set forth on the Sales Order.
3.Installation and Training,Company shall install the Software on equipment at the specified Facilities,if applicable,
or otherwise implement the Products and the Services in accordance with a mutually agreed upon schedule and plan.
Company shall also provide Customer with the Materials in the form provided to other licensed users and with such
user training as is provided to other licensed users under the same terms and conditions.
4. Maintenance and Support.Company shall provide reasonable ongoing technical support through telephone
consultations with respect to the Products and the Services,and shall provide a local or toll-free telephone number for
access to Company's technical support facility for this purpose.Company shall be the sole source of maintenance
and/or support services for the Products and the Services.Customer shall be responsible for the day-to-day operation of
the Software,if applicable,and acquiring,operating,and maintaining in good working order the computer hardware,
software,and peripheral equipment used in conjunction with and/or necessary for the operation of the Software and/or
the Services.Company shall have no responsibility for any costs incurred in connection with modifications or
enhancements to Customer's system necessary for implementing Customer's interface with the Products or the Services
or in connection with Customer's use of the Services,unless otherwise expressly set forth on the Sales Order.Company
may from time to time in its sole discretion,without liability to Customer,revise,modify,update or replace any
Products or Services in whole or in part,provided the Products and Services are not adversely affected in any material
manner and Company notifies Customer of any such event with reasonable promptness after determining that such
event will occur.Company shall furnish Customer with appropriate Materials in connection therewith in a manner
reasonably calculated to allow implementation and testing by Customer before the effective date of such event.
5. Fees,
5.1 Customer agrees to pay Company for the Products and Services and any other monies due Company pursuant to
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this Agreement in accordance with the pricing for each Product and Service set forth on the Sales Order.One-time fees
are due and payable upon execution of this Agreement.Customer will be billed for monthly fees commencing on the
earlier of completion of implementation or 180 days following execution of this Agreement.Payment is due within
thirty(30)days after receipt of invoice.Company reserves the right to suspend use of the Services if undisputed past
due invoices are not remedied within ten(10)days following oral or written notice by Company,and all costs of
collection,including reasonable attorneys'fees,shall be paid by Customer.Except as provided otherwise on the Sales
Order,the fees,charges and financial terms of this Agreement shall be unchanged for the first year of this Agreement,
and are subject to increase or modification by Company thereafter no more than once each calendar year during the
term of this Agreement upon no less than thirty(30)days prior notice;provided,however,that any such price increase
shall not exceed the percentage increase during the previous calendar year in the Consumer Price Index for Urban
Consumers,U.S.City Average,For All Items(1982-1984= 100),as published by the Bureau of Labor Statistics of The
United States Department of Labor.
5.2 Notwithstanding the foregoing,Company shall be entitled at any time without prior notice to pass through any
access fees and/or increase in communications tariffs related to the Services,including,without limitation,government-
imposed access fees,fees resulting from changes in regulation or statute,any third party-imposed access fees,or any
other fees assessed against Company and outside of Company's reasonable control. Company shall make available to
Customer upon request documentation relating to such pass-through fees in connection with the Services.
5.3 Customer shall be responsible for any taxes or charges however called,including but not limited to any registration
fees,assessments,sales,use,personal property,ad valorem,stamp,documentary,excise,telecommunication and other
taxes(excluding any taxes imposed on Company's income)imposed by any federal,state or local government or
regulatory authority with respect to the performance of the Services or delivery of the Products or the Materials by
Company pursuant to this Agreement,whether such is imposed now or later by the applicable authority,even if such
imposition occurs after the receipt or use by Customer of the applicable IP,the invoicing by Company for the
applicable IP,or the termination of this Agreement.If Customer is tax-exempt,Customer must submit with this
Agreement evidence of its tax-exempt status.
6.Customer Obligations.
6.1 Customer agrees to transmit Transactions through the Services,if applicable,only in accordance with the
requirements,procedures,data element standards,formats,codes,protocols and edits set forth in the then applicable
companion guides and Materials.
6.2 Customer shall promptly report to Company any performance problems related to the Products and the Services,
including a description of the circumstances surrounding their occurrence.
6.3 Customer shall execute any and all applicable documents and comply with any and all applicable procedures,rules
and regulations which Company,the applicable Payer,or applicable law may require for transmission by Company of
Transactions to such Payer's system,including without limitation,rules governing record retention,non-discrimination,
and error resolution as promulgated by the Services,American Express,MasterCard,VISA,the settlement bank,and
insurance carriers,each as amended from time to time.Customer also shall adhere to such rules and regulations as are
required by governmental agencies having jurisdiction,including the Department of Health and Human Services
("HHS").Customer shall provide all supporting documents requested by Company necessary to comply with said
rules and regulations.In furtherance thereof,if submitting eligibility Transactions to State Medicaid programs,
Customer hereby agrees to the following:(a)access to eligibility information shall be restricted to the sole purpose of
verification of Medicaid eligibility where Medicaid payment for medical services has been requested by authorized
parties or where otherwise permitted by federal or state statute or regulation;(b)verification of eligibility under the
system is not a guarantee of payment,and the records as to the recipient's eligibility status shall be the final authority;
(c)Customer indemnifies and holds harmless each State,its agents and employees,from any and all claims by such
Customer or any recipient who is aggrieved by the actions of Customer hereunder;(d)Customer is an approved
Medicaid provider in each State to which it submits eligibility Transactions,and has supplied its correct Provider
Identification Number for each such State on the signatory page hereto;and(e)Customer agrees to abide by the
Federal and State regulations regarding confidentiality of information.
6.4 Customer hereby appoints Company as its attorney-in-fact for the limited purpose of using the information
Customer provides to submit electronic Transactions and/or sign hard copy(paper)Transactions on Customer's behalf
to third-party Payers or processors,including but not limited to commercial insurers,Medicare,Medicaid,and
government agencies,and,where appropriate,agencies or carriers covering work-related accident or illness benefits,
where Customer's signature is required for Transaction processing.Customer acknowledges that Company is not
responsible for the content or adjudication of any insurance claim,and Customer retains all liability on such claims and
agrees to indemnify and hold Company harmless on account of all such claims,including the reconciliation or
adjustment of any claim.
6.5 Customer shall only submit Transactions to the Services on behalf of physicians or suppliers that have executed
appropriate written authorizations for such submission,and a true copy of such authorization shall be furnished to
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Page 5 of 13
Company upon request.Customer shall maintain each claim,if applicable,for a period of 72 months in such manner as
to assure that such claim can be associated or identified with a claim form from the applicable physician or supplier.
6.6 Customer shall retain records relative to Customer's use of the Services in accordance with sound business
practices,and Company may request access during normal business hours upon reasonable advance notice to such
records as are reasonably necessary to examine Customer's compliance with its obligations hereunder.
7. Proprietary Rights and Confidentiality
7.1 Customer acknowledges and agrees that the IP and all intellectual property rights(including,without limitation,
trademark,copyright,patent,trade secrets and confidential information rights)derived from the Products,Materials or
the performance of the Services,and all derivative works of the IP(including,without limitation,data compilations,
abstracts,aggregations and statistical summaries),and all information regarding the foregoing(including but not
limited to technology and know-how information)and all copies of the foregoing,regardless of by whom prepared,are
the confidential property and trade secrets of Company and"Confidential Information"of Company subject to
Section 7.2 of this Agreement,whether or not any portion thereof is or may be validly trademarked,copyrighted or
patented.All proprietary rights in and to the foregoing shall remain vested in Company or its licensor,except for the
limited license rights granted Customer pursuant to this Agreement.Customer will make no attempt to ascertain the
circuit diagrams,source code,schematics,logic diagrams,components,operation of,or otherwise attempt to decompile
or reverse engineer,or copy,modify,transfer or prepare any derivative works from,the IP,except as specifically
authorized by Company in writing or as otherwise provided herein.Customer shall reasonably cooperate with
Company in any claim or litigation against third parties that Company may determine to be appropriate to enforce its
property rights respecting the IP.The breach or threatened breach by Customer of any provision of this Article 7 will
subject Customer,at Company's option,to the immediate termination of all Customer's rights hereunder,and Company
shall be entitled to seek an injunction restraining such breach without limiting Company's other remedies for such
breach or threatened breach,including recovery of damages from Customer.
7.2 Each party shall retain in confidence and not disclose to any other person,except in confidence and in accordance
with this Section 7.2,any of the terms of this Agreement,and any and all confidential or proprietary information and
materials of the other party.All of the foregoing are hereinafter referred to as"Confidential Information";provided,
however,Confidential Information shall not include information which(a)is or becomes generally available to the
public other than as a result of a wrongful disclosure by the recipient,(b)was in the recipient's possession and not
known to be the Confidential Information of the other party prior to its disclosure to the recipient by the other party,(c)
was independently developed by the recipient,or(d)was disclosed by another entity without restriction and where
neither party is aware of any violation of the confidential information rights of the other party.Confidential Information
of the other party shall not be disclosed,in whole or in part,to any person other than in confidence to one for whom
such knowledge is reasonably necessary for purposes of this Agreement,and then only to the degree such disclosure is
so necessary,and only if the recipient has agreed in writing to maintain the confidentiality of such information.Each
party shall hold the Confidential Information of the other in confidence and protect the same with at least the same
degree of care with which it protects is own most sensitive confidential information,but in any event,no less than
reasonable care.
7.3 If a party is required by judicial,administrative or other governmental order to disclose any Confidential
Information of the other party,it shall promptly notify the other party prior to making any such legally required
disclosure and provide reasonable cooperation in order to allow such party to seek a protective order or other
appropriate remedy prior to complying with such order.
7.4 All media releases,public announcements or other public disclosures by either party or its employees or agents
relating to this Agreement or its subject matter,including without limitation,promotional or marketing materials,shall
be coordinated with and approved by the other party prior to release,but this restriction shall not apply to any
disclosure solely for internal distribution by either party or any disclosure required by legal,accounting or regulatory
requirements.
7.5 The parties acknowledge and agree that the proper use and disclosure of Protected Health Information,as defined
by the Health Insurance Portability and Accountability Act of 1996,as amended,and the regulations promulgated
thereunder,in connection with the performance of the Services hereunder shall be govemed by that Business Associate
Agreement attached hereto,which the parties shall execute simultaneously herewith.
8.Representations and Warranties.Company represents and warrants that the Products and Services provided
hereunder shall be provided(i)without material defect and(ii)in a professional and workmanlike manner.In the event
that a documented and reproducible flaw inconsistent with this warranty is discovered,Company's sole responsibility
shall be to use commercially reasonable efforts to correct such flaw in a timely manner.This warranty does not apply to
(i)any media or documentation which has been subjected to damage or abuse;(ii)any claim resulting in whole or in
part from changes in the operating characteristics of computer hardware or computer operating systems made after the
release of the applicable Product or Service;(iii)any claim resulting from problems in the interaction of the Products
and/or the Services with non-Company software or equipment;(iv)any claim resulting from a breach by Customer of
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Page 6 of 13
any of its obligations hereunder;or(v)errors or defects caused by Customer,its agents,contractors,employees or any
third party not controlled by Company.
9.Limitations of Liability,
9.1 COMPANY'S REPRESENTATIONS AND WARRANTIES ARE THOSE SET FORTH IN ARTICLE 8 OF THIS
AGREEMENT.COMPANY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES,INCLUDING
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.COMPANY DOES NOT
GUARANTEE THE PAYMENT OR THE TIMING OF PAYMENT OF ANY CLAIMS SUBMITTED THROUGH
THE SERVICES.PAYMENT REMAINS THE RESPONSIBILITY OF THE PARTICULAR PAYER OF HEALTH
CARE SERVICES AND/OR SUPPLIER TO WHICH THE CUSTOMER IS SUBMITTING.IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR INCIDENTAL,CONSEQUENTIAL OR SPECIAL DAMAGES,INCLUDING
BUT NOT LIMITED TO LOST PROFITS,EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.COMPANY'S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT
AND WITH RESPECT TO THE IP FURNISHED HEREUNDER(WHETHER UNDER CONTRACT,TORT,OR
ANY OTHER THEORY OF LAW OR EQUITY)SHALL NOT EXCEED,UNDER ANY CIRCUMSTANCES,THE
PRICE PAID BY CUSTOMER TO COMPANY FOR THE PARTICULAR IP INVOLVED DURING THE ONE
YEAR PRECEDING CUSTOMER'S CLAIM.THE FOREGOING LIMITATION OF LIABILITY REPRESENTS
THE ALLOCATION OF RISK OF FAILURE BETWEEN THE PARTIES AS REFLECTED IN THE PRICING
HEREUNDER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE
PARTIES.
9.2 In the event that any information to be transmitted through the Services is not transmitted by Company or is not
accurately transmitted as a result of Company's failure to perform the Services in accordance with the terms of this
Agreement,and such results in damage to Customer,then Company's sole obligation and liability to Customer for such
event(subject to reasonable mitigation by Customer and the limitation of liability set forth in Section 9.1),shall be
limited to furnishing credits on subsequent invoices from Company to Customer in an amount equal to Customer's
actual damages incurred for reconstructing or retransmitting the data,including reasonable out-of-pocket expenses that
Customer can demonstrate it has sustained and that are directly attributable to such failure.Customer further agrees that
Company shall not be liable in any way for any inaccuracy resulting from errors or omissions or the negligent or other
wrongful acts of any employee or agent of Customer or its Affiliates.Any claim against Company by Customer must
be asserted in writing within ninety(90)days after Company should have transmitted accurate information received
from Customer or the transmission of inaccurate information on which the claim is based,as applicable.Customer
hereby agrees to promptly supply to Company documentation reasonably requested by Company to support any claim
of Customer.THIS SECTION STATES THE ENTIRE LIABILITY OF COMPANY WITH RESPECT TO CLAIMS
THAT INFORMATION WAS NOT TRANSMITTED OR WAS TRANSMUTED INACCURATELY BY
COMPANY.
9.3 Company agrees to indemnify,defend and hold Customer harmless from and against any loss,claim,judgment,
liability,damage,action or cause of action,including reasonable attorneys'fees and court costs,directly resulting from
a third party claim that Customer's proper use of the IP infringes or misappropriates the intellectual property rights of a
third party;provided,however,that Company shall have no obligation to indemnify,defend or hold Customer harmless
with respect to such third party claims unless Customer promptly notifies Company in writing of the claim,allows
Company to exclusively control the defense of such claim,and cooperates with Company in the defense of the claim or
in any related settlement negotiations.Such indemnity shall not apply to any claim arising out of(a)the combination,
operation or use of the IP with any product,data or apparatus not furnished by or on behalf of Company or not
specified by Company in writing,(b)Customer's modification of the IP,(c)use of the IP in a manner that conflicts with
the prescribed uses in the applicable Materials,(d)use of the IP other than in accordance with this Agreement,or(e)
use of other than a current release of any Software.If an infringement claim has been brought,or Company believes
such an infringement claim is reasonably likely,Company may,at its sole option and expense,(i)use commercially
reasonable efforts to procure the right to continue using the infringing IP;(ii)replace or modify the same so that it
becomes non-infringing;or(iii)terminate Customer's right to use the infringing IP and refund to Customer all amounts
paid by Customer for the applicable IP during the one year preceding Company's refund,and if the infringing IP is the
only IP contracted for hereunder,terminate this Agreement.THIS SECTION 9.3 STATES COMPANY'S ENTIRE
LIABILITY TO CUSTOMER WITH RESPECT TO ANY INTELLECTUAL PROPERTY INFRINGEMENT
CLAIMS BROUGHT BY ANY THIRD PARTY AND SUCH LIABILITY IS FURTHER LIMITED BY THE
LIMITATIONS APPEARING IN SECTION 9.1 ABOVE.
9.4 Company shall have no responsibility for determining the accuracy of any claim submitted,for settling disputed
claims,for settling disputed payments,for settling disagreements or disputes between a Payer and Customer,for any
liability for the acts of a Payer and/or Customer that violate the Social Security Act and related regulations and/or
guidelines,or for any liability foreseeable or otherwise occurring beyond Company's transmission of data.
9.5 Any claim or cause of action arising out of,based on,or relating to this Agreement not presented by Customer
within one(I)year from the discovery of the claim or cause of action shall be deemed waived.Customer shall use
commercially reasonable efforts to mitigate damages for which Company may become responsible under this
Ea...d r....«e..4 n., 1it QI1CI1 11
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Agreement.
9.6 Neither party shall be responsible for delays or failures in performance resulting from acts or events beyond its
reasonable control,including but not limited to,acts of nature,governmental actions,fire,labor difficulties or
shortages,civil disturbances,transportation problems,interruptions of power,supply or communications or natural
disasters,provided such party takes reasonable efforts to minimize the effect of such acts or events.
10.Term and Rights Upon Termination.
10.1 The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of two(2)
years.Thereafter,this Agreement shall automatically renew for additional one(1)year terms unless either party gives
notice to the other at least sixty(60)days before the end of the next expiration date of its decision not to renew this
Agreement.
10.2 Either party shall have the right to terminate this Agreement upon notice that the other party has committed a
material breach of its obligations under this Agreement and has failed to cure such breach within thirty(30)days of
receipt of notice of such breach(or,if not reasonably curable within thirty(30)days,has failed to begin and continue to
work diligently and in good faith to cure such breach).Furthermore,either party shall have the right to terminate this
Agreement effective immediately upon notice in the event that the other party ceases to conduct its business in the
ordinary course,becomes legally insolvent,or avails itself of or becomes subject to any proceeding under the
bankruptcy laws of any applicable jurisdiction.Company shall have the additional right to terminate:(a)any Service
and/or Product effective upon reasonable advance notice to Customer that Company is no longer offering or providing
support for the applicable Service and/or Product;or(b)the use of the Services and/or Products for claims falling under
the jurisdiction of the HHS Secretary,immediately upon notice if such termination is required by the HHS Secretary or
his/her designee in the event of fraudulent or questionable billing practices of Customer.
10.3 Upon expiration or termination of this Agreement for any reason,(i)all license rights granted Customer hereunder
shall terminate;(ii)Customer shall immediately cease using the Products and the Services;(iii)Customer shall
promptly return to Company,at Customer's expense,all Products(unless purchased by Customer)and Materials,
related documentation and copies of the foregoing;(iv)Customer will pay any outstanding balance for the Services and
the Products,and the reduced value of all Products not returned or returned damaged beyond normal wear and tear;and
(v)the provisions of Sections 5.3,9.1,9.5, 10.3, 11.4, 11.5 and 11.10 and Article 7 shall survive.
11.Miscellaneous.
11.1.The parties shall comply with all applicable laws,and each party shall secure any license,permit or authorization
required by law in connection with those aspects of the transmission process for which it is responsible under this
Agreement.
112 The parties will act as independent contractors,and this Agreement does not constitute either party as the agent or
partner of the other party.
11.3 Each party represents and warrants that,as of the Effective Date,neither it nor its medical staff,partners,officers,
directors,or employees are or have been(i)sanctioned for,or convicted of,a criminal offense related to health care or
(ii)barred,suspended or terminated from participation in a state or federal health care program.Each party agrees that,
should it or its medical staff,partners,officers,directors,or employees become so sanctioned,convicted,barred,
suspended or terminated,this Agreement will automatically terminate.
11.4 If and to the extent required by Section 1395x(v)(1)(I)of Title 42 of the United States Cede,until the expiration of
four(4)years after the termination of this Agreement,Company shall make available,upon written request by the
Secretary of HHS or the Comptroller General of the United States General Accounting Office,or any of their duly
authorized representatives,a copy of this Agreement and such books,documents and records as are necessary to certify
the nature and extent of the costs of the Products and the Services provided hereunder.Company further agrees that,in
the event it carries out any of its duties under this Agreement through a subcontract with a related organization with a
value or cost of Ten Thousand Dollars($10,000.00)or more over a twelve(12)month period,such subcontract shall
contain a similar requirement for the subcontractor.
11.5 Except as otherwise set forth herein,notices hereunder shall be in writing signed by an authorized representative
of the notifying party,and delivered personally or sent by registered or certified mail,charges prepaid,facsimile
transmission or overnight courier service to the address noted on the signatory page of this Agreement(or to such other
address as the recipient may have previously designated by notice),and will be deemed given when so delivered or four
days after the date of mailing,whichever occurs first,or upon electronic confirmation of delivery via facsimile
transmission.Notwithstanding the foregoing,notices relating to late payments may be sent by regular mail.
11.6 Neither party shall assign,sell or otherwise transfer this Agreement or any rights hereunder without the express
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Page 8 of 13
prior written consent of the other party,which consent shall not be unreasonably withheld.An assignment hereunder
shall be deemed to include a transfer of control or a majority equity ownership of a party. Notwithstanding the
foregoing,either party may assign this Agreement to any Affiliate or a successor entity in a merger,acquisition or other
consolidation without requiring the consent of the other party;provided,however,that the non-assigning party may
terminate this Agreement in its sole discretion by written notice,if any such Affiliate or successor is a competitor of the
non-assigning party,and the non-assigning party does not provide its prior written consent.Any purported assignment
in violation of this provision shall be null and void.This Agreement shall be binding upon and shall inure to the benefit
of the parties and their respective successors and assigns.
11.7 No representations have been made to induce either party to enter into this Agreement,except for the
representations explicitly stated in this Agreement.This Agreement supersedes all prior or contemporaneous written or
oral agreements or expressions of intent or understanding,and is the entire Agreement,between the parties and/or their
Affiliates with respect to its subject matter. In the event of a conflict or inconsistency between the General Terms and
Conditions and the terms and conditions of the Sales Order,the terms and conditions of the Sales Order shall take
precedence.If any provision in this Agreement is held by a court of competent jurisdiction to be invalid,void,or
unenforceable,the remaining provisions will nevertheless continue in full force without being impaired or invalidated
in any way.
11.8 This Agreement cannot be terminated(other than as set forth herein)or changed except pursuant to a writing
signed by an authorized officer of each party. No waiver of any of the provisions of this Agreement shall be effective
unless in writing and signed by an authorized officer of the party charged with such waiver,and any such waiver shall
be strictly limited to the terms of such writing.
11.9 This Agreement and any amendments hereto may be executed in one(I)or more counterparts,each of which shall
be an original,but all of which together shall constitute one(I)instrument.The section headings of this Agreement are
inserted for reference and convenience purposes only,and do not constitute a part,nor shall affect the meaning or
interpretation of,this Agreement.
11.10 This Agreement is governed by the laws of the State of Tennessee both as to interpretation and enforcement,
without regard to the conflicts of law principles of that State.
BUSINESS ASSOCIATE AGREEMENT
"Customer"or"Covered Entity": "Business Associate":
WELD COUNTY DEPT OF Name of Entity: PUBLIC HEALTH AND Each of the subsidiaries of Emdeon Business Services LLC,a
Delaware limited liability company,listed on Exhibit A hereto
ENVIRONMENT as amended from time to time as provided herein,that has a
relationship with Customer in which such entity creates or
Address: 1555 N 17TH AVE
GREELEY,CO,80631 receives Protected Health Information(as defined below)for
use in providing services or products to Customer.
Fax Number: 970-304-6412 Address: Medifax-EDI,LLC
1283 Murfreesboro Rd
Attention: HIPAA PRIVACY OFFICER Nashville,TN 37217
Tax ID: 846000813 Attention: Legal Department
Recitals
WHEREAS,Business Associate now and in the future may have relationships with Customer in which Business
Associate creates or receives Protected Health Information(as defined below)for use in providing services or products
to Customer.
WHEREAS,Business Associate and Customer(each a"Party"and collectively the"Parties")desire to meet their
obligations,to the extent applicable,under the Standards for Privacy of Individually Identifiable Health Information
(the"Privacy Regulation")and the Health Insurance Reform: Security Standards(the"Security Regulation")published
by the U.S.Department of Health and Human Services("HHS")at 45 C.F.R.parts 160 and 164 under the Health
Insurance Portability and Accountability Act of 1996("HIPAA"),and as may be applicable to the services rendered by
Business Associate to the Customer,under the Gramm-Leach-Bliley Act("GLB")and implementing regulations.
WHEREAS,the Parties desire to set forth the terms and conditions pursuant to which Protected Health Information
that is provided by,or created or received by,the Business Associate on behalf of the Customer("Protected Health
Information"),will be handled between themselves and third parties.
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Page 9 of 13
NOW THEREFORE,in consideration of the foregoing and for other good and valuable consideration,the receipt and
sufficiency of which are hereby acknowledged,the Parties hereby agree as follows:
TERMS AND CONDITIONS
1. PERMITTED USES AND DISCLOSURES OF PROTECTED HEALTH INFORMATION
1.1 Services.(a)Business Associate provides services(which may include transaction services as well as servicing
hardware or software products)("Services")that involve the use and/or disclosure of Protected Health
Information.These Services are provided to Customer under various agreements("Service Agreements")that
specify the Services to be provided by Business Associate. Except as otherwise specified herein,the Business
Associate may make any and all uses and disclosures of Protected Health Information created or received from
or on behalf of Customer necessary to perform its obligations under the Service Agreements.
(b)Business Associate may perform Data Aggregation for the Health Care Operations of Customer.
1.2. Public Health Activities.Business Associate may use,analyze,and disclose the Protected Health Information in
its possession for the public health activities and purposes set forth at 45 C.F.R. section 164.512(b)
1.3. Business Activities of the Business Associate. Unless otherwise limited herein,the Business Associate may:(a)
consistent with 45 C.F.R.section 164.504(e)(4),use and disclose the Protected Health Information in its
possession for its proper management and administration and to fulfill any present or future legal responsibilities
of the Business Associate;and
(b)de-identify any and all Protected Health Information in accordance with 45 C.F.R.section 164.514(b).
Customer acknowledges and agrees that de-identified information is not Protected Health Information and that
Business Associate may use such de-identified information for any lawful purpose.
2. RESPONSIBILITIES OF THE PARTIES WITH RESPECT TO PROTECTED HEALTH
INFORMATION
2.1 Responsibilities of the Business Associate. Business Associate agrees to:(a)use and/or disclose the Protected
Health Information only as permitted or required by this Agreement or as otherwise required by law;
(b)report to the Customer any use and/or disclosure of the Protected Health Information of which Business
Associate becomes aware that is not permitted or required by this Agreement;
(c)report to Customer any Security Incident of which it becomes aware with respect to Electronic Protected
Health Information provided by,or created or received by,Business Associate on behalf of Customer
("Electronic Protected Health Information");
(d)mitigate,to the extent practicable,any harmful effect that is known to Business Associate of a use or
disclosure of Protected Health Information by Business Associate not provided for by this Agreement;
(e)use appropriate safeguards to prevent use or disclosure of Protected Health Information other than as
permitted or required by this Agreement;
(0(i)implement administrative,physical,and technical safeguards that reasonably and appropriately protect the
confidentiality,integrity,and availability of the Electronic Protected Health Information that it creates,receives,
maintains,or transmits on behalf of Customer;and(ii)make its policies and procedures,and documentation
required by the Security Regulation relating to such safeguards,available to the Secretary of HHS for purposes
of determining Customer's compliance with the Security Regulation;
(g)require all of its subcontractors and agents that receive,use or have access to Protected Health Information,
to agree to adhere to the same restrictions and conditions on the use and/or disclosure of Protected Health
Information that apply to the Business Associate;
(h)ensure that all of its subcontractors and agents to whom it provides Electronic Protected Health Information
agree to implement reasonable and appropriate safeguards to protect such Electronic Protected Health
Information;
(i)make available its internal practices,books and records relating to the use and/or disclosure of Protected
Health Information to the Secretary of HHS for purposes of determining the Customer's compliance with the
Privacy Regulation;
(j)within thirty(30)days of receiving a written request from Customer,make available information necessary
for Customer to make an accounting of disclosures of an individual's Protected Health Information;
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Page 10 of 13
(k)within fifteen(15)days of receiving a written request from Customer,make available Protected Health
Information necessary for Customer to respond to individuals'requests for access to Protected Health
Information about them,to the extent that the Protected Health Information in Business Associate's possession
constitutes a Designated Record Set;and
(1)within thirty(30)days of receiving a written request from Customer,incorporate any amendments or
corrections to the Protected Health Information in accordance with the Privacy Regulation,to the extent that the
Protected Health Information in Business Associate's possession constitutes a Designated Record Set.
2.2. Responsibilities of the Customer.(a)With regard to the use and/or disclosure of Protected Health Information by
the Business Associate,the Customer agrees:(i)to obtain any consent,authorization or permission that may be
required by the Privacy Regulation or any other applicable federal,state or local laws and/or regulations prior to
furnishing Business Associate the Protected Health Information pertaining to an individual;and(ii)that it will
not furnish Business Associate Protected Health Information that is subject to any arrangements permitted or
required of the Covered Entity,including but not limited to,arrangements agreed to by Customer under 45
C.F.R.section 164.522 that may impact in any manner the use and/or disclosure of Protected Health Information
by the Business Associate under this Agreement and the Service Agreement(s).
(b)Customer represents and warrants that its notice of privacy practices permits Customer to use and disclose
Protected Health Information in the manner that Business Associate is authorized to use and disclose Protected
Health Information under this Agreement.
3. TERM AND TERMINATION
3.1. Term.Each term and condition of this Agreement shall become effective on the Effective Date,unless such term
or condition relates to Electronic Protected Health Information only,in which event such term or condition shall
become effective on the later of(a)the compliance date applicable to the Customer under the Security
Regulation or(b)the date on which the Parties have executed the Agreement.This Agreement shall continue in
effect unless terminated as provided in this Section 3,provided,that certain provisions and requirements of this
Agreement shall survive the expiration or termination of this Agreement in accordance with Section 4.4 herein.
3.2. Termination by the Customer.As provided for under 45 C.F.R.section 164.504(e)(2)(iii),the Covered Entity
may immediately terminate this Agreement with respect to a Business Associate and any related Service
Agreement(s)if the Covered Entity makes the determination that such Business Associate has breached a
material term of this Agreement.Alternatively,Covered Entity may choose to provide such Business Associate
written notice of the breach in sufficient detail to enable Business Associate to understand the specific nature of
the breach and afford Business Associate an opportunity to cure the breach;provided,however,that if such
Business Associate fails to cure the breach within a reasonable time specified by Covered Entity,Covered Entity
may terminate this Agreement with respect to such Business Associate and any related Service Agreement(s)to
the extent that the Service Agreement(s)requires such Business Associate to create or receive Protected Health
Information.
3.3. Termination by Business Associate.Any Business Associate may immediately terminate this Agreement with
respect to such Business Associate and any related Service Agreement(s)if such Business Associate makes the
determination that Covered Entity has breached a material term of this Agreement.Alternatively,such Business
Associate may choose to provide Covered Entity written notice of the breach in sufficient detail to enable
Covered Entity to understand the specific nature of the breach and afford Covered Entity an opportunity to cure
the breach;provided,however,that if Covered Entity fails to cure the breach within a reasonable time specified
by Business Associate,Business Associate may terminate this Agreement as it relates to such Business
Associate and any related Service Agreements)to the extent that the Service Agreement(s)requires such
Business Associate to create or receive Protected Health Information.
3.4. Automatic Termination.This Agreement will automatically terminate with respect to any Business Associate
without any further action of the Parties upon the termination or expiration of all Service Agreement(s)between
Customer and such Business Associate.
3.5. Effect of Termination. Upon the termination of this Agreement with respect to any one or more Business
Associates,such Business Associate(s)agrees to return or destroy all Protected Health Information,including
such information in possession of such Business Associate's subcontractors,if it is feasible to do so. If return or
destruction of said Protected Health Information is not feasible,such Business Associate(s)will extend any and
all protections,limitations and restrictions contained in this Agreement to the Business Associate's use and/or
disclosure of any Protected Health Information retained after the termination of this Agreement,and limit any
further uses and/or disclosures to the purposes that make the return or destruction of the Protected Health
Information infeasible.
4. MISCELLANEOUS
4.1. Entire Agreement.This Agreement,and all attachments,schedules and exhibits hereto,constitutes the entire
agreement and understanding between the Parties with respect to the subject matter hereof and supersedes any
prior or contemporaneous written or oral memoranda,negotiations,arrangements,contracts or understandings of
any nature or kind between the Parties with respect to the subject matter hereof.
4.2. Change of Law.Customer shall notify Business Associate within ninety(90)days of any amendment to any
provision of HIPAA,or its implementing regulations set forth at 45 C.F.R.parts 160 through 164,which
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Page 11 of 13
materially alters either Party's or the Parties'obligations under this Agreement.The Parties agree to negotiate in
good faith mutually acceptable and appropriate amendment(s)to this Agreement to give effect to such revised
obligations;provided,however,that if the Parties are unable to agree on mutually acceptable amendment(s)
within ninety(90)days of the relevant change of law,either Party may terminate this Agreement consistent with
sections 3.5 and 4.4.
4.3. Construction of Terms.The terms of this Agreement shall be construed in light of any interpretation and/or
guidance on HIPAA,the Privacy Regulation and/or the Security Regulation issued by HHS from time to time.
4.4. Survival.Sections 3.5,4.3,4.8,4.11,5,6 and this Section 4.4,and any other provisions of this Agreement that
by their terms are intended to survive,shall survive the termination of this Agreement.
4.5. Amendment;Waiver.This Agreement may not be modified,nor shall any provision hereof be waived or
amended,except in a writing duly signed by authorized representatives of the Parties.A waiver with respect to
one event shall not be construed as continuing,or as a bar to or waiver of any right or remedy as to subsequent
events.
4.6. Notices.Any notices to be given hereunder to a Party shall be made via U.S. Mail or express courier to such
Party's address given above,and/or via facsimile to the facsimile telephone numbers listed above.Each Party
may change its address and that of its representative for notice by the giving of notice thereof in the manner
herein above provided.
4.7. Counterparts;Facsimiles.This Agreement may be executed in any number of counterparts,each of which shall
be deemed an original.Facsimile copies hereof shall be deemed to be originals.
4.8. Disputes.If any controversy,dispute or claim arises between the Parties with respect to this Agreement,the
Parties shall make good faith efforts to resolve such matters informally.
4.9 Effective Date.The Effective Date of this Agreement shall be the later of April 14,2003,or the date on which
the Parties have executed the Agreement.
4.10 Binding Agreement;New Parties;Agency.
(a)This Agreement shall be binding upon the Parties and their successors and permitted assigns.Any one or
more additional subsidiaries of Emdeon Business Services LLC with a relationship with Customer in which such
entity creates or receives Protected Health Information for use in providing services or products to Customer
(each a"New Party")may join this Agreement as a Party and a Business Associate by executing and delivering a
counterpart of this Agreement.In addition,Emdeon Business Services LLC from time to time lists on its
corporate website its subsidiaries which are business associates for purposes of HIPAA compliance("HIPAA
BA Subs").Each HIPAA BA Sub that creates or receives Protected Health Information for use in providing
services or products to Customer shall be deemed to be a New Party without further action by any Party hereto.
Whenever a New Party joins this Agreement,Exhibit A will be deemed amended(and shall be revised at the
request of any Party or Emdeon Business Services LLC as agent for the Business Associates)to list such New
Party as a Business Associate hereunder.
(b)The Parties acknowledge that Emdeon Business Services LLC is executing and delivering this Agreement
solely in its capacity as agent for the Business Associates.By signing below,Emdeon Business Services LLC
represents that it has been authorized to execute this Agreement on behalf of each Business Associate,including
any New Party who joins this Agreement under Section 4.10(a).
4.11. No Third Party Beneficiaries.Nothing in this Agreement shall confer upon any person other than the Parties and
their respective successors or assigns,any rights,remedies,obligations,or liabilities whatsoever.
4.12.Contradictory Terms.This Agreement hereby amends,modifies,supplements and is made part of the Service
Agreement(s),provided that any provision of the Service Agreement(s),including all exhibits or other
attachments thereto and all documents incorporated therein by reference,that is directly contradictory to one or
more terms of this Agreement("Contradictory Term")shall be superseded by the terms of this Agreement as of
the date such terms become effective pursuant to Section 3.1,to the extent and only to the extent of the
contradiction and only to the extent that it is reasonably impossible to comply with both the Contradictory Term
and the terms of this Agreement.
5. LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL,
CONSEQUENTIAL,SPECIAL,OR PUNITIVE DAMAGES OF ANY KIND OR NATURE,WHETHER
SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT,TORT(INCLUDING
NEGLIGENCE OR STRICT LIABILITY),OR OTHERWISE,EVEN IF THE OTHER PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
6. DEFINITIONS
Regulatory citations in this Agreement are to the United States Code of Federal Regulations Title 45 parts 160
through 164,as interpreted and amended from time to time by HHS,for so long as such regulations are in effect.
Unless otherwise specified in this Agreement,all capitalized terms not otherwise defined shall have the meaning ,—
established for purposes of Title 45 parts 160 through 164 of the United States Code of Federal Regulations,as
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Page 12 of 13
amended from time to time.
IN WITNESS WHEREOF,each of the undersigned has caused this Business Associate Agreement to be duly executed
effective as of the Effective Date.
By signing below,Customer acknowledges that Customer has received and reviewed the Business Associate
Agreement,and hereby accepts and agrees to all terms and conditions contained in such agreements,as well as the
pricing terms set forth above.
CUSTOMSI�\ EMDEON BUSINESkS CES LLC
Signature:R: 4+,0„..„; �A.,^� Signature:
Print Name: ` Print Name:
Do glas Rademacher Lowell Stokes
Title: Chair, Board of Weld County
Title: V.P.-Assistant General Counsel
Commissioners
Date: APR 2 12010 Date: MAR 1:8 2010
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EXHIBIT A
Advanced Business Fulfillment,LLC
Carelnsite LLC
Claims Processing Service LLC
Dakota Imaging LLC
Dakota Imaging,S.A.(Sociedad Anonima)
Emdeon Clinical Services,LLC
Envoy LLC
ExpressBill LLC
Interactive Payer Network LLC
MedE America LLC
MedE America of Ohio LLC
Medi,Inc.
Medifax-EDI,LLC
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