HomeMy WebLinkAbout20032416.tiff RESOLUTION
RE: APPROVE AGREEMENT FOR PATIENT ELIGIBILITY VERIFICATION SERVICES
AND AUTHORIZE CHAIR TO SIGN - MEDIFAX - EDI, INC.
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 Agreement for Patient Eligibility
Verification Services 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, Inc., commencing upon full execution, and ending
one year later, with further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a
copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Agreement for Patient Eligibility Verification Services 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, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 20th day of August, A.D., 2003.
BO RD OF COUNTY COMMISSIONERS
W COU TY, COLOR O
ATTEST: fatedeadeuti
vid E. o , Chair
Weld County Clerk to the Board
Ro ert D. den, Pro-Tem
-- 2, ,�
%e• ,• the Board
1861 4O1�, M. J. eile
Willia H. Jerke
rney
�
Glenn Vaad ---
Date of signature: 9-c9- i'
2003-2416
HL0030
(2( ( -L-
Medifax POS/PC+ CUSTOMER AGREEMENT
CUSTOMER: WELD COUNTY DEPARTMENT OF PUBLIC HEALTH AND
ENVIRONMENT
STREET ADDRESS: 1555 N. 17TH AVENUE
CITY, STATE, ZIP: GREELEY, COLORADO 80631 PHONE: 970-304-6420
CONTACT NAME: WENDY PARIS
Health Care Provider Numbers: Medicaid: 04421095 Medicare:
Others: (Federal Tax ID)
The Medifax—EDI , Inc. herein referred to as"Medifax,"and the Customer agree to the
following:
Medifax agrees to supply to the Customer its Service,the Medifax "Service ,which
includes,but is not limited to, the Medifax POS product,which will provide electronic
eligibility verification for clients of various health programs through use of the POS
terminal that is leased to the Customer as further set forth in this Agreement. Both
parties agree to abide by the provisions as set forth in this Agreement.
This Agreement is effective from the date of signature execution of this document and
shall continue in effect for an initial term of one(1)year. Thereafter, this Agreement will
automatically renew each year,unless otherwise specified. However either party hereto
may cancel, effective at the end of the initial term or any successive term, upon at least
sixty(60)days prior written notice and the return of all leased Medifax EDI equipment
and/or Software(the"Equipment")in good condition as originally provided Customer
excepting ordinary wear and tear resulting from proper use, to Medifax. Notification of
cancellation must be by registered or certified mail to the above listed Medifax address.
NETWORK SUBSCRIPTION FEES: a SUBSCRIPTION FEE WILL BE ASSESSED
TO THE Customer as compensation to Medifax for the provision of training and
installation services,the initial activation of the Service through Medifax's
telecommunications network, and a guaranteed warranty for each Medifax unit. Medifax
will not supply any special equipment(i.e., electrical outlets, telephone outlets, surge
protectors, extension cords)necessary to operate any Equipment. Customer will be
responsible for the cost of telephone access to operate units as well as the cost of any
equipment or supplies necessary to keep the equipment operable.
OWNERSHIP: Medifax will retain ownership of any leased equipment provided by
Medifax for the Medifax system. Upon termination of this Agreement by either party for
any reason, Customer shall return the leased equipment in the condition as originally
provided to Customer excepting ordinary wear and tear resulting from proper use,packed
for proper shipment, shipped FOB to such place or carrier as Medifax shall specify. In
the event the leased equipment has not been so returned within fifteen(15)days of the
date of termination, Customer shall make payment to Medifax in an amount equal to the
original subscription fee of the leased equipment as established by Medifax.
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WARRANTY: Medifax warrants that,upon delivery,the equipment provided will
conform to Medifax's then current applicable standards. Medifax, at its own expense,
will repair or replace any nonconforming equipment in the initial term of this Agreement,
provided that: (1)the deficiency is attributable solely to Medifax and(2) Customer
notifies Medifax of the alleged deficiency within fifteen(15)days of its occurrence.
After the initial term ends,replacements will be made at the same installation fee
charged on the initial contract. Medifax will not be responsible in any manner for any
deficiency caused in whole or in part by inaccurate or otherwise deficient data programs,
equipment or communication facilities provided by Customer or third parties other than
Medifax. Customer shall bear the entire risk of loss, theft, damage or destruction of
equipment from the date of installation until return shipment FOB to Medifax. Such loss,
theft, damage or destruction of equipment shall not relieve Customer of the obligation to
make payments or to comply with any other obligation under this Agreement.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
CONFIDENTIALITY: Customer, its employees,vendors and clients recognize,
acknowledge, and hereby agree that all information or data provided through the Medifax
Service will be treated as confidential and proprietary and shall not be used or disclosed,
in whole or part, to any person, firm,corporation, association, or other entity, except as
provided for in this Agreement. Customer further agrees to abide by the provision of
state and federal statutes and Medicaid and Medicare regulations regarding
confidentiality. Customer access to eligibility information is hereby restricted for the
sole purpose of obtaining eligibility verification for patients and potential patients of
Customer requesting medical services covered by Medicaid or Medicare or any other
Health Plan or Proprietary Database offered through the Medifax service.
HIPAA COMPLIANCE: Customer and Medifax,their employees,vendors and clients
recognize, acknowledge, and hereby agree that all information or data provided through
the Medifax System Service will be treated as confidential and proprietary and shall not
be used or disclosed, in whole or part,to any person, firm,corporation, association, or
other entity, except as provided for in this Agreement. Customer and Medifax further
agree to abide by the provision of state and federal statutes and Medicaid and Medicare
regulations regarding confidentiality. Customer access to eligibility information is
hereby restricted for the sole purpose of obtaining eligibility verification for patients and
potential patients of Customer requesting medical services covered by Medicaid or
Medicare or any other Health Plan or Proprietary Database offered through the Medifax
System Service. To the extent required by law and not otherwise,Medifax does hereby
assure Customer that Medifax will appropriately safeguard protected health information
made available to or obtained by Medifax. In implementation of such assurance and
without limiting the obligations of Medifax otherwise set forth in this agreement or
imposed by applicable law, Medifax hereby agrees to comply with applicable
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requirements of law relating to protected health information and with respect to any task
or other activity Medifax performs on behalf of Customer, to the extent Customer would
be required to comply with such requirements. Medifax and Customer each agree that it
will: (i)Not use or further disclose such information other than as permitted or required
by this Agreement; (ii)Not use or further disclose the information in a manner that
would violate the requirements of applicable law; (iii)Use appropriate safeguards to
prevent use or disclosure of such information other than as provided for by this
Agreement; (iv)Report to each other any use or disclosure of such information not
provided for by this Agreement of which a party becomes aware; (v) Ensure that any
subcontractors or agents whom Medifax provides protected health information receive
from Customer agree to the same restrictions and conditions that apply to Medifax with
respect to such information; (vi) Make available protected health information in
accordance with applicable law; (vii) Make Medifax internal practices,books,records
relating to the use and disclosure of protected health information received from Customer
available to the Secretary of the United States Health and Human Services for purposes
of determining Medifax compliance with applicable law(in all events Medfax shall
immediately notify Customer upon receipt by Medifax of any such request and shall
provide Customer with copies of any such materials)and vice versa; (viii)At termination
of this Agreement and,without limiting the rights and remedies to a party if such party
determines that the other party has violated a material term of the provisions of this
Section of the Agreement, or such violation is imminent and material, return or destroy
all protected health information received from Customer that Medifax still maintains in
any form and retain no copies of such information; and incorporate any amendments or
corrections to protected health information when notified pursuant to applicable law.
"Protected Health Information: means individually identifiable health information that is
or has been electronically transmitted or maintained by Customer and includes such
information in any other form. "Individually Identifiable Health Information"means
information collected from an individual that is created by or received by Customer and
relates to a past,present, or future physical or mental health or condition of an individual,
the provision of health care to an individual or the past,present or future payment for
health care,and which identifies the individual and with respect to which there is a
reasonable basis to believe the information can be used to identify the individual
Customer and Medifax, their employees,vendors and clients recognize, acknowledge,
and hereby agree to HIPAA Security and EDI regulations.
PAYMENT: Invoices are payable upon receipt. If not paid within thirty(30)days from
date of invoice,medifax may, in its sole discretion terminate this Agreement and
Customer's access to the Medifax Service. Customer shall be responsible to Medifax for
all costs incurred by Medifax to collect any outstanding balances due Medifax, including,
but not limited to,reasonable amounts equal to any taxes resulting from this Agreement,
or any activities hereunder, exclusive of property taxes and taxes based upon net income.
In the event any dispute arises involving any of the items contained on Medifax's
invoice, Customer agrees to promptly notify Medifax of said dispute but will not
withhold payment. In the event of any dispute, claim,question,or disagreement arising
from or relating to this Agreement, the claiming party shall send written notice to the
other party concerning the dispute,claim, question or disagreement. The parties shall
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then use their best efforts to settle the dispute,claim, question or disagreement. To do so,
they shall consult and negotiate with each other in good faith and,recognizing their
mutual interests, attempt to reach a just and equitable solution satisfactory to all parties.
The parties shall allow a reasonable time,up to at least thirty(30)days in which to
resolve any dispute,claim,question,or disagreement from or relating to this
disagreement,prior to taking any further action concerning such dispute.
Medifax will assess and Customer agrees to pay a finance charge equal to 1.5%per
month(18%)per year on all outstanding balances 31 days and older.
PRICING: The Fee Schedule is set forth on Schedule I hereto and made a part hereof.
Medifax agrees not to increase any fees set forth in Schedule I for a period of six (6)
months from the date of this Agreement or without approval of the appropriate
governmental agency, if applicable. Medifax will provide written notice to the Customer
at least sixty(60)days in advance of any increase in fees. If Customer,based upon
Customer's reasonable determination, is not able to adjust its budget to accommodate the
increase in fees, Customer may terminate this Agreement by giving no less than forty-
five(45) days notice to Medifax.
THIRD PARTY SERVICES: The Customer acknowledges that, in providing the
Medifax Service hereunder,Medifax may utilize and rely upon certain third party service
providers("TPSPs")to provide database storage, database access,switching and other
data communications services to Medifax. The Customer acknowledges and agrees,
however,that the Customer's rights under this Agreement shall be solely and exclusively
against Medifax, and the Customer shall have no right or recourse hereunder whatsoever,
and hereby waives any and all such rights or recourse, directly or indirectly, against any
TPSP.
REMEDIES: The remedies set forth in this Agreement constitute the sole and exclusive
remedies for the Customer at law and in equity. Medifax's maximum liability for
damages to Customer, from any cause whatsoever, and regardless of the form of action,
whether in contract or in tort, including negligence,will be limited to the lesser of(1)
$25,000, (2)the total amount payable for the Service during the 12 months before the
cause of action arose,or(3)the damages incurred.
In no event will Medifax be liable for any damages caused by Customer's failure to
perform Customer's responsibilities, or for any indirect or consequential damages,
including, but not limited to, loss of profits or anticipated savings, or for any claim made
against Customer by an employer, employee, agent, or any other party.
INDEMNIFICATION: Customer shall indemnify Medifax and all TPSPs for any
damage or claim, including,but not limited to reasonable attorney's fees and court costs
arising out of or connected with the negligence or intentional acts of Customer, its agents
or employees in the provision of the Service under this Agreement. Customer further
agrees to notify parties asserting such claims in writing that Medifax, and all TPSPs,will
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have no liability to them. This indemnification provision shall survive the termination of
this Agreement.
Customer indemnifies and holds harmless the State from which eligibility information
was provided, its agents and employees, any commercial database holder, its agents and
employees, from any and all claims, including fees, costs, attorney's fees and penalties
incurred by or on behalf of Customer or any recipient, arising from the use of and
information received from the Medifax service as provided in the Agreement.
Customer certifies that neither it nor any of its employees,partners, officers or
shareholders are currently barred, suspended or terminated from participation in the
Medicaid or Medicare programs,nor are any of the above currently under sanction for,or
serving a sentence for conviction of, any Medicaid or Medicare program offenses.
Customer agrees that should it become terminated,barred or suspended from the above-
mentioned programs, this Agreement is terminated immediately.
The state's and/or the commercial payor's records are the final authority on patient
eligibility status. VERIFICATION BY MEDIFAX DOES NOT CONSTITUTE A
GUARANTEE OF PAYMENT.
GENERAL: This Agreement is not assignable or transferable by Customer without
Medifax's prior consent.
Customer agrees to use the Equipment in a manner consistent with the terms of this
Agreement. Customers are prohibited from utilizing any Equipment provided hereunder
in another fashion,manner or use.
Medifax reserves the right with the appropriate governmental approval, if applicable,to
change the Medifax EDI Service as it may deem necessary or desirable, if the change in
the Medifax EDI Service is the result of a change in state or federal law, or simply an
upgrade in the Medifax EDI Service provided. In the event a change is made as a result
of change in state or federal law,Medifax will notify customer of any such change within
a reasonable time,not to exceed thirty(30) days. .Medifax reserves the right,without
penalty or liability,to withdraw or discontinue any Service,without penalty or liability,
from a Customer who causes a system to malfunction or to a Customer who fails to make
changes which, in Medifax's sole discretion,would prevent future malfunctions.
Medifax reserves the right to process test system inquiries on Customer's behalf and at
Customer's expense in order to monitor network performance and Quality Assurance.
Any and all tests beyond reasonable and customary shall require specific notification to
Customer prior to conducting the tests. Any tests requiring physical presence of Medifax
personnel on Customer's premises shall be scheduled at a time mutually agreeable to
both parties. After the initial installation of all supplied unit(s) and equipment, any
relocation thereafter must be approved and/or performed by an authorized Medifax
representative. Failure to comply will constitute grounds for termination of this
Agreement and immediate repossession of all Equipment.
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Medifax shall not be liable for delays in performance under this Agreement or for failure
to perform hereunder by reason of any third party's failure to provide Medifax with the
data necessary for complete and proper transmission of the Service. In the event that
Medifax shall be delayed,hindered in or prevented from the performance of any work,
service or other acts required of Medifax under this Agreement due to strikes,walk-outs,
telecommunications equipment and power failures, government restrictions, civil
commotions,riots, fire or act of God all of such activities being beyond the control of
Medifax, then performances of such work,service,or other acts shall be excused for a
period of such delay and the period for the performance of such work, services,or other
acts shall be extended for a period equivalent to the period of such delay.
No action regardless of form, arising out of this Agreement,may be brought by either
party hereto more than one year after the event giving rise to the cause of action except in
the case of nonpayment, in which the applicable statute of limitation for collection
actions will be applicable.
This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
This Agreement represents the complete and exclusive agreement between the parties
with regard to the subject matter hereof and supersedes all prior oral and written
communications between the parties. No provision of this Agreement shall be modified
unless in writing and signed by an authorized representative of both parties.
If any provision of this Agreement is held to be unenforceable by a court of competent
jurisdiction, the remaining provision shall continue to be of full force and effect.
This Agreement will be governed by and construed in accordance with the laws of the
State of Colorado.
Notwithstanding any provision contained herein to the contrary,neither party waives any
immunities to which they may be entitled under state or federal law.
Nothing in this Agreement shall be construed to require the Board of County
Commissioners for Weld County to provide funding not already budgeted for the
applicable fiscal year.
It is expressly understood and agreed that enforcement of the terms and conditions of this
Agreement, and all rights of action relating to such enforcement, shall be strictly reserved
to the undersigned parties,and nothing contained in this Agreement shall give or allow
any claim or right of action whatsoever by any other person not included in this
Agreement. It is the express intention of the undersigned parties,that any third parties
receiving services or benefits under this Agreement shall be deemed an incidental
beneficiary only.
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MEDIFAX-EDI,Inc. Board of County Commissioners
Weld County, Colorado for the
Department of Public Health and
Env' nmeentt�
By: By: � & \\\\V,- -----.__
Robert D. Masden, Pro-Team
Name: . e Fcre -cJ I Date: August 20 2003 �/��
Title: �✓> '"isi,ST: a� /� G
it`4.. Ea / .6% Clerk to the Board
Date: g is o3 �� ,p, es\
` r ty Clerk to the Board
♦r m ti,
♦O 1W01
7
AUG-19-03 TUE 02:41 PM WELD COUNTY HEALTH FAX:970304641.2 . PAGE ,2
it tot 4 Memorandum
TO: David E.Long,Chair
WiI
Q • Board of County Commissioners
COLORADO FROM: Mark E. Wallace,MD,MPH,Director
Department of Public Health and
Environment
DATE: August 18,2003
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(WDPHE)and Medifax-EDI,Inc. for patient eligibility
verification services.
This agreement will authorize the purchase of a Medifax Point-of-Service terminal for$595 and
the service at a cost of$.30 per transaction. 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
2003-2416
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