|
|
|
|
|
|
|
|
AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND
THE DATA SYSTEMS GROUP (DSG)
|
|
|
THIS AGREEMENT, entered into this _____ day of _______________ , 20_____, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and THE DATA SYSTEMS GROUP (DSG), hereinafter called "Contractor";
|
|
|
W I T N E S S E T H:
|
|
|
WHEREAS, pursuant to Government Code Section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof; and
|
|
|
WHEREAS, it is necessary and desirable that Contractor be retained for the purpose of software maintenance, upgrades, and support services;
|
|
|
|
|
NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:
|
|
|
|
1.
|
Schedules and Attachments
|
The following schedules and attachments are included hereto and incorporated by reference herein:
Schedule A—Services
Schedule B—Payments and Rates
Attachment H—HIPAA Business Associate requirements
Attachment I—§ 504 Compliance
|
|
|
|
2.
|
Services to be performed by Contractor
|
In consideration of the payments set forth herein and in Schedule “B,” Contractor shall perform services for County in accordance with the terms, conditions, and specifications set forth herein and in Schedule “A.”
|
|
|
3.
|
Payments
|
In consideration of the services provided by Contractor in accordance with all terms, conditions, and specifications set forth herein and in Schedule "A," County shall make payment to Contractor based on the rates and in the manner specified in Schedule "B." The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. In no event shall the County’s total fiscal obligation under this Agreement exceed TWO HUNDRED TWENTY TWO THOUSAND FIVE HUNDRED FORTY TWO DOLLARS AND THIRTY TWO CENTS ($222,542.32).
|
|
|
4.
|
Term and Termination
|
Subject to compliance with all terms and conditions, the term of this Agreement shall be from July 1, 2007 through June 30, 2009.
This Agreement may be terminated by Contractor or by the Chief Information Officer, or his/her designee, at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party.
In the event of termination, all finished or unfinished documents, data, studies, maps, photographs,
reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement
|
shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be a portion of the full payment which is determined by comparing the work/services completed to the work/services required by this Agreement.
|
|
|
5.
|
Availability of Funds
|
The County may terminate this Agreement or a portion of the services referenced in the Attachments and Exhibits based upon unavailability of Federal, State, or County funds, by providing written notice to Contractor as soon as is reasonably possible after the County learns of said unavailability of funding.
|
|
|
|
6.
|
Relationship of Parties
|
Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent Contractor and not as an employee of the County and that Contractor acquires none of the rights, privileges, powers, or advantages of County employees.
|
|
|
7.
|
Hold Harmless
|
Contractor shall indemnify and save harmless County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description, brought for, or on account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from Contractor’s failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, or (D) any other loss or cost, including but not limited to, that caused by the concurrent active or passive negligence of County, its officers, agents, employees, or servants, resulting from the performance of any work required of Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct.
|
|
|
The duty of Contractor to indemnify and save harmless as set forth herein shall include the duty to defend as set forth in Section 2778 of the California Civil Code.
|
|
|
|
8.
|
Assignability and Subcontracting
|
Contractor shall not assign this Agreement or any portion thereof to a third party or subcontract with a third party to provide services required by Contractor under this Agreement without the prior written consent of County. Any such assignment or subcontract without the County’s prior written consent shall give County the right to automatically and immediately terminate this Agreement.
|
|
|
9.
|
Insurance
|
The Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by County’s Risk Manager, and Contractor shall use diligence to obtain such insurance and to obtain such approval. The Contractor shall furnish the Information Services Department with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the Contractor pursuant to this Agreement. These certificates shall specify or be endorsed to provide that thirty (30) days' notice must be given, in writing, to the Chief Information Officer of any pending change in the limits of liability or of any cancellation or modification of the policy.
|
|
|
(A)
|
Worker's Compensation and Employer's Liability Insurance The Contractor shall have in effect, during the entire life of this Agreement, Workers' Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor certifies, as required by Section 1861 of the California Labor Code, that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and will comply with such provisions before commencing the performance of the work of this Agreement.
|
|
|
(B)
|
Liability Insurance The Contractor shall take out and maintain, during the life of this Agreement, such Bodily Injury Liability and Property Damage Liability Insurance as shall protect Contractor while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from Contractor’s operations under this Agreement, whether such operations be by Contractor or by any sub-contractor or by anyone directly or indirectly employed by either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall be not less than the amount specified below.
|
|
|
|
|
|
Such insurance shall include:
|
|
|
(1) Comprehensive General Liability . . . . . . . . . . . . . . . . . .
(2) Motor Vehicle Liability Insurance . . . . . . . . . . . . . . . . . .
(3) Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
$1,000,000
|
|
|
$1,000,000
|
|
|
$1,000,000
|
|
|
|
County and its officers, agents, employees and servants shall be named as additional insured on any such policies of insurance, which shall also contain a provision that the insurance afforded thereby to the County, its officers, agents, employees, and servants shall be primary insurance to the full limits of liability of the policy, and that if the County or its officers and employees have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.
|
|
|
In the event of the breach of any provision of this section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, the County of San Mateo at its option, may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work pursuant to this Agreement.
|
|
|
10.
|
Compliance with Laws; Payment of Permits/Licenses
|
All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, ordinances, and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment “H,” and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and incorporated by reference herein as Attachment “I,” which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations.
In the event of a conflict between the terms of this Agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement.
Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance.
|
|
|
11.
|
Non-Discrimination
|
A. Section 504 applies only to Contractors who are providing services to members of the public. Contractor shall comply with § 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this Agreement.
B. General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or be subjected to discrimination under this Agreement.
C. Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.
D. Violation of Non-discrimination provisions. Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject the Contractor to penalties, to be determined by the County Manager, including but not limited to
|
|
|
1) termination of this Agreement;
2) disqualification of the Contractor from bidding on or being awarded a County contract for a period of up to 3 years;
3) liquidated damages of $2,500 per violation;
4) imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager.
|
|
|
|
|
|
|
|
|
|
|
To effectuate the provisions of this section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under this Agreement or any other Contract between Contractor and County.
|
|
|
|
|
Contractor shall report to the County Manager the filing by any person in any court of any complaint of discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair Employment and Housing Commission, or any other entity charged with the investigation of allegations within 30 days of such filing, provided that within such 30 days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the name of the complainant, a copy of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of their response to the Complaint when filed.
|
|
|
E. Compliance with Equal Benefits Ordinance. With respect to the provision of employee benefits, Contractor shall comply with the County Ordinance which prohibits contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse.
F. The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated as if fully set forth herein.
G. Compliance with Contractor Employee Jury Service Ordinance. Contractor shall comply with the County Ordinance with respect to provision of jury duty pay to employees and have and adhere to a written policy that provides that its employees shall receive from the Contractor, on an annual basis, no less than five days of regular pay for actual jury service in San Mateo County. The policy may provide that employees deposit any fees received for such jury service with the Contractor or that the Contractor deduct from the employee’s regular pay the fees received for jury service.
|
|
|
12.
|
Retention of Records, Right to Monitor and Audit
|
(a) Contractor shall maintain all required records for three (3) years after the County makes final payment and all other pending matters are closed, and shall be subject to the examination and/or audit of the County, a Federal grantor agency, and the State of California.
(b) Reporting and Record Keeping: Contractor shall comply with all program and fiscal reporting requirements set forth by appropriate Federal, State and local agencies, and as required by the County.
(c) Contractor agrees to provide to County, to any Federal or State department having monitoring or review authority, to County's authorized representatives, and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine all records and documents necessary to determine compliance with relevant Federal, State, and local statutes, rules and regulations, and this Agreement, and to evaluate the quality, appropriateness, and timeliness of services performed.
|
|
|
13.
|
Merger Clause
|
This Agreement, including the Exhibits and Attachments attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this Agreement's date. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by the parties. In the event of a conflict between the terms, conditions, or specifications set forth herein and those in Schedules "A" and “B” attached hereto, the terms, conditions, or specifications set forth herein shall prevail.
|
|
|
|
14.
|
Controlling Law
|
The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, the interpretation, and performance of this Agreement shall be governed by the laws of the State of California.
|
|
|
|
15.
|
Notices
|
Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United State mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed to:
San Mateo County
Information Services Department
Chris Flatmoe, Chief Information Officer/Director
455 County Center, Third Floor
The Data Systems Group
John A. Baird, Chief Executive Officer
2322 Capitol Avenue
Sacramento, CA 95816
|
1. Contractor shall provide for software maintenance, software upgrade, and phone support for the DSG System to conform to the warranty provided in paragraph 5, including but not limited to:
a. System Documentation and User Manuals
b. Medi-Cal Programs in compliance with Medi-Cal specification as approved by the State Department of Health Services:
1) Inpatient edits, input/modification screens and CMC / 837 file creation programs
2) Outpatient edits, input/modification screens and CMC / 837 file creation programs
3) Claims Inquiry Module
4) Long Term Care Billing
5) Remittance advice update from Electronic Data Systems (EDS) and Health Plan of San Mateo (HPSM) – programs to update claims file with payment, adjustment, denial and suspension date including Medi-Cal RA print program
c. National Government Services (NGS)
1) Medicare inpatient and outpatient claims: downloads, edits and submission files
2) Remittance Advice updates from NGS
d. National Heritage Insurance Company (NHIC)
1) Medicare Physicians claims: downloads, edits and submission files.
2) Remittance Advice updates from NHIC. Programs to update claims file with payment, adjustment, denial and suspension date and/or amount.
e. Commercial Insurance – Web MD
1) Insurance inpatient and outpatient claims: downloads, edits and submission files to WEB MD
f. Transfer of claims submission information to update account file.
g. Software upgrades as necessary to conform to file formats and mandated claims processing requirements of both the fiscal intermediary and state and federal requirements.
2. Contractor grants a perpetual license to the claims processing software listed in this agreement to County for use by the County for the term of the license agreement.
3. Contractor, as deemed necessary by the County, will provide training and instructions on the operation of the system, system equipment, claims editing process and methods of releasing claims to submission.
4. County is fully responsible to ensure that the Software covered by this agreement shall not be tampered with, resold, traded, copied or otherwise made available to any organization or individuals not licensed by this Agreement. County agrees to secure and protect the software and to take such action to satisfy this obligation with its employees, agents or designees.
5. Contractor warrants that the software will provide outputs which conform to the requirements of the State of California Medi-Cal program as processed by EDS or their successors and the HPSM, as well as those of Medicare Part A and B as processed by fiscal intermediaries, National Government Services (NGS) and National Heritage Insurance Company (NHIC) using current send specifications for each individual module.
Any modifications provided to extract from County’s billing system will be warranted to function correctly as part of the combined system and will include all data elements on the claim form provided from the Hospital Financial System and any missing data elements will be included as data entry elements within the biller correction screens.
Under terms of the warranty and License Agreement, Contractor provides warranty and update services for on-going enhancements of the system and additional requirements mandated by the State of California, the Health Plan of San Mateo County, and National Government Services which improve the functionality of the system and enhance the ability of the billers to operate efficiently as addition to the system in its current form.
If County requests warranty service which results in the determination that the County Software was not deficient or at fault, the County agrees to pay all Contractor expenses and labor at the then current rate of Contractor.
6. Program maintenance, including updates and phone support, is included in the monthly license fee.
7. It is understood that the Software may require modification. Contractor will confer with County regarding such modification necessary to interface with the existing billing system and as necessary for optimal use of the software. Such modifications shall be made by Contractor, at the rates specified in Schedule B, Specialized Programming and Training, and within the timeframe specified by County, and approved by county. License agreements continue to exist and such modifications are incorporated as part of the License.
8. County is responsible for providing Contractor with a copy of the Medi-Cal claims “spooler” file or output tape formatted (or diskette) for tape submission of claims to EDS, the HPSM, UGS, NHIC, Web MD.
9. Upgrades in procedure codes released by the fiscal intermediary for Medi-Cal or Medicare will be made available to County by Contractor as included in the monthly license support agreement.
10. County’s rights and obligations sunder this License may not in any event be assigned, sub-licensed or otherwise transferred without the express written consent of Contractor. This license cannot be modified, except by a document in writing signed by an officer of Contractor and the County
11. Current and proposed HIPAA regulations regarding Electronic Data Interchange (EDI) are expected to require software and system modifications in order to be in compliance. DSG's formats, edits and submissions will conform to HIPAA standards and ANSI ASC X12N standards for the approved information sets. Such software and system modifications will be included in the software updates, program maintenance and support. Current and proposed HIPAA regulations regarding health information security and patient privacy are expected to require software and system modifications in order to be in compliance. Such software and system modifications will be included in the software updates, program maintenance and support.
