HomeMy WebLinkAboutItem 05 - Ambulance Fee Ordinance Amendment and Ambulance Service Billing ContractAmbulance Fee Ordinance Amendment and Contract for Ambulance Service Billing
Intermedix, Inc.
Non-residents of Grapevine will receive a statement that all charges have been assigned
to their insurance carrier and that any unpaid portion will be the responsibility of the patient
(except in the instance of a government health care program).
Intermedix, Inc. specializes in patient account management for emergency medical service
providers. They provide this service to a number of EMS agencies in our area and around
Texas.
In addition to the patient billing services, Intermedix will provide the following services to
the City and Fire Department via the Internet:
• Electronic Document Management — All patient medical records, correspondence,
insurance records and other relevant records are digitally scanned and made available
to EMS Staff via secure web servers to the Fire Department computers.
• On -Line Medical Record Entry — Rather than using paper forms, medics will be able to
run reports via portable laptop computers carried on -board ambulances with automatic
delivery of completed run reports to any receiving facility in less than five minutes.
• Trauma Registry Reporting — Required medical information is reported directly to proper
agencies utilizing data from run records with no duplication of effort. This is done
automatically by Intermedix computers. The Fire Department reporting burden in this
regard is eliminated.
• Statistics and Demographics — The Intermedix computer system provides up-to-date
reports and statistics including, among other things, reports on patient location,
response times, call types, financial data, statistics related to each individual paramedic
performance, and certificates and licensing reports and many more data reports.
Based upon historical records and typical costs for ambulance runs as compared to current
fee rates, the City should see a substantial increase in revenues for ambulance services.
Staff recommends approval of both the resolution authorizing the Intermedix contract and
the ordinance implementing the new billing method.
Enclosures
December 28, 2005 (11:24AM)
ORDINANCE NO.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS, AMENDING THE GRAPEVINE CODE
OF ORDINANCES, CHAPTER 5 AMBULANCE SERVICES
RELATIVE TO EMERGENCY AMBULANCE SERVICE FEES;
ADOPTING A SERVERABILITY CLAUSE; DECLARING AN
EMERGENCY AND PROVIDING AN EFFECTIVE DATE
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS:
Section 1. That Chapter 5 Ambulance Service, Section 5-3 (b) and (c) of the
Code of Ordinances be amended to read as follows:
"(b) Fees for emergency ambulance service shall be established to conform with
reasonable and customary charges as established by the City's contracted
ambulance billing service as reviewed and approved by the City Manager on
a periodic basis, but not less than annually. Once approved by the City
Manager, the emergency ambulance service fees shall be in effect until such
a time as the City Manager approves new emergency ambulance service
fees.
(c) Any person(s) receiving emergency ambulance services shall be responsible
to remit payment to the City. In the case of emergency ambulance services
being received by a minor, the parent or legal guardian shall be responsible
to remit payment to the City.
(1) Residents of the City. For emergency ambulance services rendered
to a resident(s) of the City, the City shall bill the resident's insurance,
which shall include any federal healthcare programs or insurers. A
resident shall only be responsible for payment to the City for
emergency ambulance services to the maximum extent covered by
the resident's insurance, if any.
(2) Non-residents of the City. For emergency ambulance services
rendered to a non-resident(s) of the City, the City shall first bill the
non-resident's(s') insurance, which shall include any federal
healthcare programs or insurers. To the extent a non-resident's
insurance does not cover payment for any or all of the emergency
ambulance service, the non-resident shall be responsible for payment
to the City."
Section 2. All sections and provisions of Chapter 5, Section 5-3 of the Code of
Ordinances of the City of Grapevine, Texas, not hereby amended shall remain in full force
and effect.
Section 3. If any section, article, paragraph, sentence, clause, phrase or word in
this ordinance, or application thereto any person or circumstances is held invalid or
unconstitutional by a Court of competent jurisdiction, such holding shall not affect the
validity of the remaining portions of this ordinance; and the City Council hereby declares
it would have passed such remaining portions of the ordinance despite such invalidity,
which remaining portions shall remain in full force and effect.
Section 4. The fact that the present ordinances and regulations of the City of
Grapevine, Texas, are inadequate to properly safeguard the health, safety, morals, peace,
and general welfare of the public creates an emergency which requires that this ordinance
become effective from and after the date of its passage, and it is accordingly so ordained.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS on this the 3rd day of January, 2006.
ATTEST:
ORD. NO. 2
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS, APPROVING THE AMBULANCE
SERVICE BILLING CONTRACT WITH INTERMEDIX, INC.,
FOR BILLING AND COLLECTION OF AMBULANCE
SERVICES PROVIDED BY THE GRAPEVINE FIRE
DEPARTMENT, FOR A ONE-YEAR TERM, BEGINNING
JANUARY 3, 2006 AND ENDING JANUARY 3, 2007, FOR
A FEE EQUIVALENT TO TWELVE (12%) PERCENT OF
THE TOTAL AMOUNT COLLECTED ON EACH ACCOUNT,
AND AN ADDITIONAL ONE AND EIGHT -TENTHS (1.8%)
PERCENT, IF PAYMENT IS MADE BY A CREDIT CARD,
TO AUTHORIZE INTERMEDIX, INC. TO PERIODICALLY
MODIFY AND UPDATE PRICING FOR AMBULANCE
SERVICES PROVIDED TO CONFORM WITH THE
REASONABLE AND CUSTOMARY COSTS ASSOCIATED
WITH THE PROVISION OF SUCH SERVICES, AS
APPROVED BY THE CITY MANAGER; AND
AUTHORIZING THE CITY MANAGER TO EXECUTE THE
CONTRACT WITH INTERMEDIX, INC. AND ANY
DOCUMENTS RELATED THERETO, ON BEHALF OF THE
CITY OF GRAPEVINE, TEXAS AND PROVIDING AN
EFFECTIVE DATE
WHEREAS, the City of Grapevine provides emergency ambulance services and
through the course of that service has the ability to offset operational expense through
billing for services rendered, and has the need to generate patient care reports for the
services rendered and to continuously improve service quality and to satisfy regulatory
requirements for the State Trauma Registry Reporting System; and
WHEREAS, Intermedix, Inc. has been identified to offer a billing method and
collection service coupled with a web -based patient reporting system that will increase
revenue; and
WHEREAS, after review and consideration, is deemed in the best interest of the
City of Grapevine, Texas, to contract with Intermedix, Inc. to provide the aforementioned
emergency ambulance billing services.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF GRAPEVINE, TEXAS:
Section 1. That the above findings are hereby found to be true and correct and
are incorporated herein in their entirety.
Section 2. That the City Council of the City of Grapevine, Texas, hereby
approves the ambulance service billing contract with Intermedix, Inc. relating to the
professional services for providing for ambulance service billing, and further authorizing
the City Manager to execute said contract and any and all related documents on behalf
of the City of Grapevine, Texas.
Section 3. That this resolution is effective from and after the date of its
passage.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS on this the 3rd day of January, 2006.
I_1WWZ�]�l
ATTEST:
RES. NO. 2
SERVICE AGREEMENT
This Service Agreement ("Agreement") entered into by and between Intermedix, Inc., a
Texas corporation with offices at 16225 Park Ten Place. Drive, Suite 805, Houston, Texas 77084,
Facsimile No. (866) 724-5995 (hereinafter referred to as "Intermedix"), and the provider of
emergency medical and or ambulance transportation services as identified and with the address
as set out on the signature page hereto (hereinafter referred to as "Provider"), is as follows:
Recitals
WHEREAS, Intermedix is a company in the business of administrating and collecting
accounts receivables; and
WHEREAS, Provider operates, as part or all of its overall activities, an ambulance
service that provides emergency and/or non -emergency medical and ambulance services,
including emergency medical responses, other patient encounters and/or patient ambulance
transportation (the "Services");
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
Article One
Term and Termination
1.01 Term. The initial term of this Agreement shall be for a period of one year unless
earlier terminated pursuant to Sections 1.02 or 1.03 (such initial term, together with all
extensions thereof, shall be referred to herein as the "Term"). Unless notice is given before the
end of the initial Term by either party that it does not wish to extend the relationship, at the end
of the initial Term, this Agreement shall be automatically extended for additional, one-year
periods.
1.02 Optional Termination. Notwithstanding any provision of this Agreement to the
contrary, this Agreement may be terminated by either party, without cause and without liability
(except for continuing obligations during such period), upon 90 days advance written notice to
the other party.
1.03 Termination on Default. Either party may terminate this Agreement if (a) the
other party is in default under the terms and conditions of this Agreement and (b) the default is
not cured within 60 days of receipt of written notice specifying the default.
1.04 Obligations During Notice Period. During the 60- or 90 -day notice periods
specified in Sections 1.02 and 1.03, Intermedix shall be entitled to receive compensation for all
accounts billed and/or collected with respect to the Services and shall be entitled, after the end of
the termination period to receive compensation for all amounts billed during the termination
period but not collected until after the end of the termination period.
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1.05 Obligations on Termination. Upon termination of the Agreement, for whatever
cause, Intermedix will immediately return all original medical records to Provider and may, at
Intermedix's sole election, provide to Provider a digital copy on a CD-ROM of all paper records
related to Provider.
Article Two
Billing, Remittances of Collections and Other Services
2.01 Exclusivity. During the Term, Intermedix shall be exclusively responsible for the
billing and collection of all charges and fees relating to the Services provided by Provider,
including but not limited to private insurance, Medicare, Medicaid, and other governmental
programs.
2.02 Rate Schedule. Absent specific, written instructions by Provider to the contrary,
Intermedix shall provide a rate schedule for the Services based on prevailing charges and/or
Provider's demographic service area. Intennedix will use its reasonable best efforts to determine
and use standard pricing for the Services. The rate schedule for the Services will be available via
the Web Access System (as such term is defined below) in a format or accessible determined by
Intermedix in its sole discretion. Provider may from time -to -time and at any time, upon 30 days
written notice to Intermedix, instruct Intermedix to change one or more scheduled charges.
2.03 Place of Payment. Intermedix may accept payments at any location designated
by it and may accept payments in the name of Intermedix f/b/a Provider or Provider.
2.04 Remittances of Collections. On each Wednesday (or the immediate following
business day should any Wednesday not be a business day in the State of Texas) of each week
during the Term, Intermedix shall forward to Provider checks received but not deposited during
the previous week.
2.05 Copies of Records. From time to time, Intermedix may receive requests from
patients or the representatives of patients for copies of treatment records. Intermedix may bill
patients or their representatives $40.00 for preparation and release of records (or, whether greater
or lesser, the highest amount as may be charged by Texas or Federal law, including, without
limitation, the Texas Open Records Act), and the total amount billed and collected may be
retained by Intermedix for its services rendered. Provider will not receive any portion of this
payment and specifically waives any right, title or interest it may now or later claim in such
payment. In return for the right to receive such payments, Intermedix will provide, at no charge
to Provider, copies of patient treatment records and/or other records Intermedix maintains on
behalf of Provider if Provider receives a subpoena, discovery, or public information request for
such records.
Article Three
Settlements and Alternative Collection Arrangements
3.01 Payment Arrangement Authority. Provider hereby grants Intennedix authority
F to enter into a payment arrangement on its behalf with patients charged for the Services if (a) the
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payment is for the full amount of a bill and (b) the length of the payments does not exceed 12
months. Provider must approve payment arrangements made for any period exceeding 12
months.
3.02 Settlement Authority. Provider hereby grants Intermedix authority to
compromise and settle an account on its behalf with a patient s charged for the Services if the
amount of payment is at least 70 percent of the total amount billed. Provider must approve any
payment amount for less than 70 percent of the total amount.
3.03 Termination of Collection Efforts. If active collection efforts with respect to any
account have been unsuccessful for 120 days or more, Intermedix shall have the right to
terminate collection efforts with respect to such account and close the account as an unpaid debt.
In addition, Intermedix may terminate or suspend collection efforts if Provider has supplied
Intermedix with incomplete or inaccurate billing and/or patient information. In either event,
Intermedix shall upon termination or suspension, immediately forward to Provider all records of
Intermedix collection efforts, at no charge to Provider, and cease all collection activity.
Article Four
Compensation
4.01 Compensation. With respect to accounts collected during the Term and all
accounts billed during the Term and collected after the Term, Intermedix shall be compensated
and paid in accordance with the following schedule:
a. 12% of the total amount collected on each account.
b. An additional 1.8% if payment is made by a credit card.
4.02 Obligation for Payment. Payment in accordance with Section 4.01 shall be due
and owing to Intermedix by Provider for all accounts collected during the Term and collected
after the term but billed during the term regardless of whether payment was made to Intermedix
or to Provider and regardless of whether Intermedix is used as the billing agent. Intermedix and
Provider agree that the purpose of this section is to guarantee that Intermedix is the sole person
engaging in billing services on behalf of Provider.
Article Five
Records and Reporting
5.01 Secure Website Access. Intermedix shall maintain records regarding Provider's
accounts, collections and patient encounters on a secure website (the "Web Database")
accessible with the Web Access System (as such term is defined below). Provider understands
and agrees that the medical information available on the Web Database is private and
confidential medical data that is protected as PHI (as such term is defined in Section 11.01
hereof) under Federal Law. Provider further understands and agrees that the Web Database
contains other proprietary and confidential information that Provider may not share with third
parties. Provider agrees to maintain the confidentiality of such information. Further, Provider
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shall limit access to the Web Database to its authorized personnel who have completed and
signed an access form. Provider understands and agrees that Intermedix must receive and review
each access form prior to activating any person's access to the Web Database. Provider
understands and agrees that to maintain the confidentiality of the Web Database; Provider must
provide Intermedix immediate, written notice of the termination of any person with access to the
Web Database. Provider understands and agrees that Intermedix shall use its reasonable best
efforts to maintain the security of the Web Access System, but that Intermedix shall not be
responsible for negligence with respect to password security related to Provider's personnel or
other breaches beyond Intermedix's reasonable control.
5.02 Records of Patient Encounters. Provider shall forward all original medical
records of each patient encounter to Intermedix within 10 days of such patient encounter. Such
records shall be deemed to be the property of Provider, but Intermedix shall have the right to
duplicate and retain paper or electronic copies of the records. If the records exist only in
electronic form, each electronic copy shall be deemed to be an original for the purposes of this
Agreement.
5.03 Requests for Copies. Any and all requests for copies of medical records should
be submitted directly to Intermedix. Either Intermedix or Provider may authorize release of the
records such that the release is in accordance with the standards and time requirements
established by State and Federal law.
5.04 Texas Department of State Health Services Reports. Intermedix will be
responsible for reporting all required information regarding patient encounters and trauma to the
Texas Department of State Health Services.
5.05 Monthly Activity Reports. No later than the l Oth day of each calendar month,
Intermedix shall prepare and forward to Provider a report of the prior calendar month activity.
Such report shall list all accounts on which payment has been received and indicate whether such
payment was made directly to Provider.
5.06 Information Received by Provider. To the extent that Provider receives
payments or original copies of documentation directly, Provider shall forward to Intermedix
copies of checks, Explanations of Benefits and/or other documentation within ten (10) days of
the date of receipt of payment by Provider.
5.07 Statistical Data. Provider understands and agrees that Intermedix's Web
Database will maintain statistical data regarding collections and medical encounters reflecting
data as it is entered in the Web Database by Intermedix or Provider. The format and content of
the statistical data reports available in the Web Database will be established and defined by
Intermedix, and Intermedix may add, delete or modify the content and types of reports available
without notice to Provider. Notwithstanding its right to change the form of such reports the
available data in the reports shall include, at a minimum, a list of the accounts open and closed,
the statement amount due for each account, the amount paid for each account and the date each
account was open and closed. Provider further understands and agrees that, to the extent that it
enters information into the Web Database, such information will be used in calculating the
statistical data. To the extent that the information provider enters is in error, the statistical data
and calculations may, likewise, contain errors. Provider understands and agrees that Intermedix
shall not be responsible for any such statistical errors and/or the correction of incorrectly entered
data.
Article Six
Web Database Access and Data Management
6.01 Web Access System. Intermedix will grant to Provider electronic access to all
records on file regarding Provider including, but not limited to, medical records, billing records,
correspondence regarding accounts, and records on personnel including credentials and training
records. It shall be the responsibility of Provider to provide its own necessary computer
equipment, computer communication equipment capable of connecting to the Internet and
accessing Intermedix's Internet server (hereinafter referred to as "Web Access System") and
Internet access. Provider will be solely responsible for maintaining and upgrading its computer
equipment as necessary to access the Web Access System. Provider acknowledges and agrees
that it may have obligations under various state and federal laws to maintain patient privacy with
respect to certain patient information, and any violation of such laws will be the sole
responsibility of Provider.
6.02 Web Access System Training. Upon written request of Provider, Intermedix will
provide an annual, on-site training class on the use of the Web Access System at a time
determined to be mutually convenient to the parties.
6.03 Compliance with Texas State Records Retention Schedule. The information
Intermedix maintains on behalf of Provider shall be retained and maintained in accordance with
the provisions of Local Schedule PS of the Texas State Records Retention Schedule as may be
promulgated by the Texas State Library and Archives Commission from time to time and as
adopted by Provider. Notwithstanding the foregoing, Provider understands and agrees that
Intermedix is agreeing to maintain and retain such records only during the Term of and pursuant
to the provisions of this Agreement. Provider further understands and agrees that Intermedix will
comply with the provisions of this section at the termination of this Agreement by providing
written or electronic copies of such records to Provider. After such copy is provided, Intermedix
shall have no further obligations under this section.
Article Seven
Support Services
Intermedix will provide patients and personnel of Provider with telephone support
services during normal business hours (Monday - Friday from 9:00 a.m. to 5:00 p.m.) except on
public holidays or other holidays as established by Intermedix.
Article Eight
Indemnification and Fidelity Bond
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8.01 Intermedix's Indemnification. Intermedix shall indemnify and hold harmless
Provider from and against claims, damages, losses and expenses, including but not limited to
attorneys' fees, arising out of or resulting from Intermedix's performance, but only to the extent
caused by the willful misconduct or the negligent acts or omissions of Intermedix. The
indemnification provided for herein shall not be applicable to any claim of adjustment or request
for reimbursement made by an insurance company or any servicing agency for Medicare or
Medicaid that may be made as the result of an audit of claims made or governmental regulations
or laws, including Intermedix's fees charged, except for any adjustments or claims for
reimbursement made as a direct result of Intermedix's error.
8.02 Provider's Indemnification. Provider shall indemnify and hold harmless
Intermedix from and against claims, damages, losses and expenses, including but not limited to
attorneys' fees, arising out of or resulting from Provider's failure to control access to the Web
Database and/or its Web Access Systems.
8.03 Fidelity Bond. Intermedix shall keep and maintain during the term of this
Agreement a fidelity bond with a qualified insurer of no less than $50,000.00.
8.04 Insurance. Intermedix shall keep and maintain during the term of this Agreement
general liability insurance with a qualified insurer of no less than $1,000,000.00.
Article Nine
Confidentiality
9.01 Confidentiality of this Agreement. The terms and conditions of this Agreement
are confidential and neither party shall release any of the terms hereof to any third party without
the prior written consent of the other party, except to the extent necessary to comply with law,
including public information requests, the valid order of a court of competent jurisdiction, or the
valid order or requirement of a governmental agency.
9.02 Web Database; Web Servers; Other Property of Intermedix. Provider agrees
that the equipment, computer hardware and software, billing and collection processing, and other
related systems and equipment are the property and trade secrets of Intermedix, and that Provider
will not release any information regarding such trade secrets to any third party without the prior
written consent of Intermedix.
9.03 Fact of Contractual Relationship May Be Disclosed. Notwithstanding the
foregoing, either party may, without the prior written consent of the other party, disclose the
existence of a contractual relationship between the parties.
Article Ten
Audit
10.01 Accurate Books and Records. During the Term and for a period of three (3)
years thereafter, each party agrees to maintain accurate books and records associated with the
billing and collections made the subject of this Agreement.
W01 a
10.02 Right to Audit. Upon reasonable written notice, either party may audit the books
and records of the other party insofar and only insofar as such books and records relate or pertain
directly to this Agreement. Such audit shall be conducted at the office of the party being audited,
shall be during normal business hours, and shall be at the sole cost and expense of the party
conducting the audit.
10.03 Penalty for Underpayment. If an audit reveals that a party has failed to pay any
amount or portion of any amount due or payable under this Agreement and such amount is in
excess of $20,000, the party being audited shall pay to the auditing party the full cost of the audit
and the full amount due or payable plus interest at the rate of ten percent (10%) per annum from
the date(s) of nonpayment.
Article Eleven
Protected Health Information
11.01 HIPAA Compliance. Intermedix shall carry out obligations under this
Agreement in compliance with the privacy regulations pursuant to Public Law 104-191 of
August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996,
Subtitle F — Administrative Simplification, Sections 261, et seq., as amended ("HIPAA"), to
protect the privacy of any personally identifiable protected health information ("PHP') that is
collected, processed or learned as a result of the services provided in this Agreement. In
conformity therewith, Intermedix agrees that it will:
a. Not use or further disclose PHI except as permitted under this Agreement or
required by law;
b. Use appropriate safeguards to prevent use or disclosure of PHI except as
permitted by this Agreement.
c. To mitigate, to the extent practicable, any harmful effect that is known to
Intermedix of a use or disclosure of PHI by Intermedix in violation of this Agreement;
d. Report to Provider any use or disclosure of PHI not provided for by this
Agreement of which Intermedix becomes aware;
e. Ensure that agents or subcontractors to whom Intermedix provides PHI, or who
have access to PHI, agree to the same restrictions and conditions that apply to Intermedix
with respect to such PHI;
f. Make PHI available to Provider and to the individual who has a right of access
as required under HIPAA within 30 days of the request by Provider on the individual;
g. Incorporate any amendments to PHI when notified to do so by Provider;
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h. Provide an accounting of all uses or disclosures of PHI made by Intermedix as
required under the HIPAA privacy rule within 60 days; and
i. Make its internal practices, books and records relating to the use and disclosure
of PHI available to the Secretary of the Department of Health and Human Services for
purposes of determining Intermedix's and Provider's compliance with HIPAA.
11.02 HIPAA Disclosures. The specific uses and disclosures of PHI that may be made
by Intermedix on behalf of Provider include:
a. The preparation of invoices to patients, carriers, insurers and others responsible
for payment or reimbursement of the services provided by Provider to its patients;
b. Preparation of reminder notices and documents pertaining to collections of
overdue accounts;
c. The submission of supporting documentation to carriers, insurers and other
payers to substantiate the health care services provided by Provider to its patients or to
appeal denials of payments for same;
d. The preparation and release of medical records to patients or their legal
representatives as permitted by HIPPA privacy rule;
and
e. Uses required for the proper management of Intermedix as a business associate;
f. Other uses or disclosures of PHI as permitted by HIPAA privacy rule.
Article Twelve
Miscellaneous
12.01 No Waiver. The failure of either party to insist upon strict performance of any
provision of this agreement shall not be construed as a waiver of any subsequent breach of the
same or similar nature.
12.02 Provisions Construed Separately. The parties agree that each provision of this
Agreement shall be construed as separable and divisible from every other provision and that the
enforceability of any one provision shall not limit the enforceability, in whole or in part, of any
other provision hereof. In the event that a court of competent jurisdiction determines that any
term or provision herein shall be invalid or unenforceable, the remaining terms and provisions of
this Agreement shall not be affected thereby, and shall be interpreted as if the invalid term or
provision were not a part hereof.
12.03 Final Agreement. This Agreement sets forth the entire, final and complete
understanding between the parties hereto relevant to the subject matter of this Agreement. No
i
waiver or modification of any of the terms or conditions of this Agreement shall be effective
unless in writing signed on behalf of both parties.
12.04 Performance of Agreement, Venue; Choice of Law. Provider understands and
agrees that Intermedix will be performing this contract in Harris County, Texas. The venue for
any disputes or causes of action that may arise out of this Agreement is the state and county
courts located in the geographically nearest of the following major metropolitan areas located in
the State of Texas: Austin, Corpus Christi, Dallas, El Paso, Fort Worth, Houston, Lubbock, and
San Antonio. The provisions of this Agreement shall be determined in accordance with the laws
of the State of Texas excluding the choice of law provisions thereof.
12.05 Headings. The headings of this Agreement are for ease of reference only and are
not intended to limit or restrict the terms hereof.
12.06 Binding Nature of Agreement. This Agreement is binding upon the heirs, legal
representatives, successors and assigns of the parties hereto.
12.07 Compliance with Laws Generally. Intermedix shall comply with all applicable
laws, orders, rules, or regulations of all governmental agencies bearing on its performance
hereunder. If so requested by Provider, Intermedix shall submit appropriate evidence of such
compliance.
12.08 Independent Contractor. It is understood and agreed that Intermedix is an
independent contractor. Nothing herein contained shall be construed to create any partnership,
joint venture, or joint enterprise between the parties.
12.09 Non -Profit Status Determination Letter. If Provider is a not-for-profit entity,
Provider shall provide a duplicate of its letter determining its not-for-profit status with the
Internal Revenue Service. In providing such letter, Provider further represents and warrants to
Intermedix that it has done every act necessary to maintain its not-for-profit status with the
Internal Revenue Service and is not aware of any pending, threatened or actual revocation of its
not-for-profit status.
12.10 Appendices. Intermedix and Provider may enter into various appendices to this
Agreement from time to time and at any time regarding additional services. Such appendices
shall be considered part of this Agreement as if set forth herein at length unless such appendix
provides otherwise.
12.11 Notices. Intermedix's address and facsimile number are as listed in the opening
paragraph above. Provider's address and facsimile number are as listed below its signature.
Should either party change addresses or facsimile numbers, such party will notify the other of its
new information, in writing, within 30 days of such change of information. Notices required or
permitted to be given hereunder shall be deemed to be given the day they are mailed or faxed and
shall be deemed to be received the same day if by fax (provided the sender has a fax machine/fax
database generated proof of receipt) and in three days if by mail.
M
[ONLY SIGNATURE PAGE TO FOLLOW]
EXECUTED on the day of 200_, and EFFECTIVE as of the
day of 200_.
Intermedix, Inc.
Jeremy Mattern, President
WR-11TATITU.,
Name: City of Grapevine, Fire Department
Type of Entity: Municipality
For Profit X Not for Profit
By:
Name: Bruno Rumbelow
Title: City Manager
ADDRESS OF PROVIDER
200 S. Main St. Grapevine, Texas 76051
P.O. Box 95104, Grapevine Texas 76051
Facsimile No.: (817) 410-8106
MVIE