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HomeMy WebLinkAboutRES 2007-002 RESOLUTION NO. 2007-02 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS, APPROVING THE RENEWAL OF THE AMBULANCE SERVICE BILLING CONTRACT WITH INTERMEDIX TECHNOLOGIES, INC., FOR BILLING AND COLLECTION OF AMBULANCE SERVICES PROVIDED BY THE GRAPEVINE FIRE DEPARTMENT, FOR A ONE- YEAR TERM, BEGINNING FEBRUARY 1, 2007 AND SHALL CONTINUE FOR ADDITIONAL ONE-YEAR TERMS IF NEITHER PARTY PROVIDES 30 DAY WRITTEN NOTICE OF TERMINATION, 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 TECHNOLOGIES, 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 4`°" CONTRACT WITH INTERMEDIX TECHNOLOGIES, 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 Technologies, Inc. has been identified to offer a billing method and collection service coupled with a web-based patient reporting system that has increased the city's revenue from emergency ambulance services; and WHEREAS, after a one year review and consideration, is deemed in the best interest of the City of Grapevine, Texas, to renew the 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 Technologies, Inc. as attached hereto as Exhibit "A" 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 shall become 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 16th day of January, 2007. APPROVED: William D. Tate Mayor ATTEST: Linda uff City Secretary APPROVED AS TO FORM: John F. Boyle, Jr. City Attorney RES. NO. 2007-02 2 EXHIBIT "A" TO RES. NO. 2007-02 Page 1 of 12 SERVICE AGREEMENT This Service Agreement("Agreement") is entered into by and between Intermedix Technologies, Inc., a Delaware corporation with offices at 16225 Park Ten Place Drive, Suite 805,Houston,Texas 77084(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 ("Provider").This Agreement shall be effective as of the date the last party to this Agreement executes it (the"Effective Date"). Recitals WHEREAS,Intermedix is a service company in the business of providing billing,statistical data and related services to its clients; and WHEREAS,Provider,among other things,provides emergency medical and ambulance services; and WHEREAS,Intermedix and Provider,have determined that it is in their mutual best interests to enter into this Agreement. NOW, THEREFORE,in consideration of the mutual promises herein contained,the parties hereto agree as follows: Article I Engagement;Term of Engagement Section 1.01 Provider Engages Intermedix. Provider hereby agrees to engage Intermedix(and Intermedix consents to be so engaged) as its sole and exclusive agent for billing and collection activities during the Term(as such term is hereinafter defined)with respect to the collection of all charges and fees relating to emergency medical responses,patient encounters by Provider's EMT(or similar)personnel and/or ambulance or aeromedical ambulance transportation services provided by Provider(collectively, the"Covered Services"). Section 1.02 Provider Agrees to Pay Compensation as Set out in Section 2.01. In consideration for Intermedix's agreement to be engaged by Provider and in further consideration of the considerable time,expense and effort undertaken by Intermedix in connection with its engagement by Provider (including, without limitation, as appropriate,hiring additional personnel,obtaining additional licenses for intellectual property and acquiring additional technology), Provider agrees to(a)pay Intermedix pursuant to the provisions of Section 2.01 and(b)provide the minimum notices for termination as set forth herein. Section 1.03 Exclusivity of Relationship.Provider understands and agrees that Intermedix would only offer its services to Provider on the terms and conditions under this Agreement if it were guaranteed that it were the only provider of billing service for the Covered Services or were paid as if it had billed all of the Covered Services. Thus, Provider agrees that it will be obligated to pay Intermedix as if Intermedix had billed for any Covered Services during the Term whether or not Provider determines to collect for the provision of the Covered Services in some other way. Section 1.04 Initial Term and Extensions.The initial term of this Agreement shall be for a period of one year, unless either party terminates it earlier pursuant to the terms and provisions hereof(the - 1 - EXHIBIT "A" TO RES. NO. 2007-02 Page 2 of 12 titMA "Initial Term"). The Agreement shall continue for additional one-year periods following the Initial Term (the Initial Term, together with each such one-year period being,collectively, the"Term")if neither party to this Agreement provides 30-days advance, written notice of termination to the other prior to the end of the Term. Article II Compensation Section 2.01 Rates of Compensation.In consideration of Intermedix's services rendered during the Term,as such term is defined below),Intermedix shall be compensated and paid in accordance with the following schedule: (a) 12.0%of the total amount collected on each account. (b) An additional 1.8% if payment is made by a credit card. Section 2.02 Invoicing. Intermedix shall provide a monthly invoice to Provider by the first business day of each month for(a)amounts due for services rendered and collections received in the previous month,(b)additional amounts due and owing,and(c)all previously invoiced and uncollected amounts. Section 2.03 Payment of Invoices. Provider agrees that it will pay each invoice within 10 days of receipt,subject to the provisions of Section 2.04 hereof. Section 2.04 Disputes Regarding Invoiced Amounts.Provider agrees shat it has 10 days from the receipt of each invoice to dispute the amounts set forth on such invoice.To dispute any invoice amount, Provider will provide Intermedix notice of the amount disputed,together with information sufficient for Intermedix to make a determination of the validity of the dispute. Without the provision of such information,Provider and Intermedix agree that Provider will not have disputed the invoiced amount. After each 10-day period with respect to each invoice, the amounts set forth as due and owing under such invoice shall be deemed to be valid and the amounts owing for such invoices will not be disputable in any way. Section 2.05 Past-Due Amounts. Provider agrees that,it shall pay 8%interest on all past due amounts that are no longer subject to dispute pursuant to Section 2.04,together with costs of collection, including attorneys fees. Section 2.06 Information Regarding Provider-Collected Accounts.No later than the 10th day of each calendar month,Provider shall forward to Intermedix a report listing all payments received by Provider on accounts during the prior month Section 2.07 Payment for all Collections. Except as otherwise provided in this Agreement,in connection with the Intennedix's status as Provider's exclusive billing agent,Intermedix shall be entitled to receive compensation pursuant to the provisions of Section 2.01 for all accounts relating to patient encounters occurring during the Term,whether or not they are billed by Intermedix and whether or not they are collected during the Term. Section 2.08 Direct Payments to Provider. Provider agrees that it will forward to Intermedix copies of checks,or other documentation requested by Intermedix relating to the subject matter of this Agreement, within 10 days of the date of receipt of those payments. - 2 - EXHIBIT "A" TO RES. NO. 2007-02 Page 3 of 12 Article III Rate Schedule; Collection Efforts Section 3.01 Charges for Services Rendered. Provider instructs Intermedix to utilize the attached rate schedule. Unless otherwise advised in writing,Provider authorizes Intermedix to adjust rates on the attached rate schedule by the Ambulance Inflation Factor(AIF) as published by the Centers for Medicare&Medicaid Services(CMS)annually. Provider acknowledges that this adjustment will take effect the first day of January after the annual AIF is published by CMS. Notwithstanding the foregoing, Provider and Intermedix agree that Provider may change any rate specified on the attached schedule from time to time and at any time upon 30 days written notice to Intermedix. Section 3.02 Direction for Submission of Charges. Provider and Intermedix agree that Provider will be deemed to have directed Intermedix to submit a patient encounter for payment by the appropriate payer when the record is finalized on Intermedix's computer system and/or otherwise tagged for submission for payment. At that time,Provider agrees that it will be deemed to have represented and warranted to Intermedix that(a) all conditions precedent for submission for payment have been satisfied and(b)that Provider has all other paperwork, information or required forms on hand in its records. Provider understands and agrees that it is ultimately responsible for the sufficiency and adequacy of its records when they are submitted for payment. Section 3.03 Collection of Charges, Co-Payments. Intermedix will attempt to collect all amounts due and owing Provider. However,Provider,may,at any time,provide alternative instructions with respect to any account,any payment amount or any arrangement to be made.This Section 3.03 will not give the Provider the right to give Intermedix instructions with respect to more than 15 accounts at any time.If Provider makes instructions with respect to more than 15 accounts,Intermedix may,in its sole and complete discretion,deem Provider to be in material default under this Agreement. Section 3.04 Alternative Collection Arrangements when Full Payment Unavailable. Intermedix will have the right,on Provider's behalf, at its sole option,to enter into an alternative collection arrangement with respect to any patient encounter if: (a)The total payments are for at least 80 percent of the amount of the bill and the length of the payments does not exceed 18 months; (b)An insurance company offers at least 70%of the total amount billed with a stipulation that the insured not be billed for the balance; or (c)Intermedix is able to make any arrangements for the payment of a patient account that provide a substantially similar economic benefit to Provider,as Intermedix determines in its sole and complete discretion. Any other offers for extended payments will be forwarded to Provider for its decision. Section 3.05 Location for Payments. Intermedix may accept payments at any location designated by it and may accept payments in the name of Intermedix or Provider. -3 - EXHIBIT "A" TO RES. NO. 2007-02 Page 4 of 12 Section 3.06 Scope of Collection Efforts. If reasonable efforts have been made to collect an account and such efforts have not been successful,Intermedix shall have the right to terminate collection WOW efforts and close the account as an unpaid debt. As used herein"reasonable efforts" shall be defined to mean at least 120 days of active collection efforts in the ordinary course of business.In addition, Intermedix may terminate or suspend collection efforts in the event that Provider has supplied Intermedix with materially 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. Section 3.07 Telephone Support 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 IV Medical Records; Reporting to Department of State Health Services Section 4.01 Medical Records.Provider shall forward all original medical records(or true and correct copies of them)to Intermedix within 14 days of the patient encounter generating them. Intermedix will enter such records into its medical system and/or make copies of such records before returning them within a reasonable time period of Intermedix's receipt of same. Section 4.02 Texas Department of State Health Services. Intermedix will be responsible for reporting all required information regarding patient encounters and trauma to the Texas Department of State Health Services. Section 4.03 Provider is Custodian of Records. In connection with the services it provides under this Agreement,Intermedix maintains extensive copies of Provider's medical records.However, Intermedix does not maintain copies of all records that Provider Maintains, further,as required by Federal and State laws,even though Intermedix maintains copies of records provided to it, Provider maintains primary responsibility for its records and their sufficiency. Section 4.04 Provision of Copies.From time-to-time,patients or their representatives may request copies of medical records maintained on the Web Access System(as such term is defined below) from Provider or Intermedix. Provider agrees that Intermedix may charge for the provision of copies of medical records maintained on its Web Access System. (Intermedix agrees that Provider will not be charged for the provision of those records.)The current charge for the gathering and preparation of those records is$40.00. However,from time to time,legal requirements may require Intermedix to charge more or less for those services.Information regarding the provision of these records will be available via the Web Access System. Article V Data Management; Data Entry;Additional Records on Web Access System Section 5.01 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.It shall be the responsibility of Provider to provide its own necessary computer equipment and computer communication equipment capable of connecting to the Internet and accessing Intermedix's Internet server(hereinafter referred to as"Web Access System"). -4 - EXHIBIT "A" TO RES. NO. 2007-02 Page 5 of 12 Section 5.02 Training for Web Access System. Upon written request of Provider, Intermedix will provide an annual on site training class on the use of the Web Access System. Section 5.03 Limitation of Access to Web Access System. Access to data in the Web Access System regarding Provider shall be limited to the employees,representatives,and agents of Intermedix and the authorized personnel of Provider. A completed and signed access form for each of Provider's personnel authorized to access Web Access System must be submitted to and approved by Intermedix. Intermedix shall use its best efforts to maintain the security of the Web Access System,but shall not be responsible for negligence with respect to password security related to Provider personnel or other breaches beyond the reasonable control of Intermedix. Section 5.04 Data Entry Devices.Provider and Intermedix understand and agree that Intermedix may make available data entry devices (hand-held devices,tablet pc's and/or other data entry devices for the collection and/or transmission of medical information).Provider understands and acknowledges that any of the aforementioned data entry devices provided by Intermedix may require an additional fee(s) over and above the compensation rate quoted in Section 3.01. Provider and Intermedix agree that the increased fee(s)will be negotiated and added to this service agreement as an addendum at that time. Failure to reach a pricing arrangement for the additional devices will not constitute a breach of this base service agreement by either party. Further,in connection with the potential provision of such devices, Provider agrees: (a)Provider will be responsible for the loss or damage to such devices.Provider agrees to pay(i) the cost of repairs of any such device provided to it or(ii),if the device is irreparable,lost or stolen, for the replacement cost of the device.Intermedix agrees that Provider may obtain insurance for such payments provided that Intermedix is named as a beneficiary under such plan. (b) Provider may be required to enter into additional agreements with the makers of third-party medical devices(monitors,scanners,EKG machines,etc.)with respect to the transmission of information between the medical device and the data entry device.Provider understands and agrees that Intermedix will not be able to provide data entry devices unless and until agreements are entered into with the third- party manufacturers of such medical devices. Provider understands and agrees that its failure to enter into or reach agreements with such third-parties (and any and all consequences of such failure)shall not be deemed to be a default of Intermedix under this Agreement or any other arrangement between Provider and Intermedix.Provider further understands and agrees that the failure to enter into such agreements with these third parties may hinder Provider's use of certain software features that might otherwise be available to it(for instance,a direct data connection between a medical device and the data entry device). (c)Provider may be required to obtain new or different medical or other equipment capable of communicating with the data entry devices. Provider understands and agrees that such new or different medical or other equipment must be obtained at Provider's sole cost and expense. (d)Provider may request Intermedix to support additional medical or other devices.Provider understands and agrees that the costs of developing an interface may be significant and may involve the payment of royalties to the third-party manufacturers of the device.Provider further understands and agrees that Intermedix has no obligation to undertake the development of interfaces with additional medical or other devices. Section 5.05 Internal Audit Function.Intermedix may review individual patient encounter documents and make recommendations,if any,for improvements of the data the records contain. By way of example,such recommendations may include spelling and grammatical comments,adequacy of - 5 - EXHIBIT "A" TO RES. NO. 2007-02 Page 6 of 12 documentation for local, state and federal requirements, adequacy of documentation for billing requirements, and compliance with the protocols and standard operating procedures of Provider.Although Ntamia Intermedix may attempt to identify all errors and omissions,it will not be responsible for inadequately evaluating a patient record.Provider agrees that it and its medical director have the final responsibility for reviewing each run record for accuracy,adequacy,mistakes,treatment errors,etc.All quality control information,comments and suggestions Intermedix produces will be made available to Provider via Web Access System. Section 5.06 Statistical Reporting. Statistical and financial data reports will be available on the Web Access System at all times that the Web Access System is available.The format and content of the statistical data will be established and defined by Intermedix and such reports may be added,modified or deleted without notice to Provider.Notwithstanding the foregoing, Provider may request specific,custom reports to be available to it at an additional charge to be negotiated between Intermedix and Provider. Section 5.07 Acknowledgement with Respect to Reports. With respect to each report generated by the Web Access System,Provider acknowledges and agrees: (a)Each report represents a"snapshot"of a moment in time, and,as such,the snapshot may not be accurate with respect to financial results on the whole. (b)The underlying data may be subject to correction from time-to-time, which may change the results of the report or its interpretation. (c)The data represented in the report represents only a limited portion of all data available regarding the Provider's business. Provider thus further acknowledges and agrees that any particular report may not accurately represent the Provider's then-current or future financial condition. Article VI Indemnification,Insurance and Fidelity Bond Section 6.01 Indemnification and Hold Harmless. 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. Intermedix warrants that all services provided and the manner in which they are provided shall be in accordance with all state,federal and other applicable laws and regulations and indemnifies Provider as to any claims, damages,losses and expenses arising from or resulting from any breach of this warranty. Section 6.02 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,general liability insurance with a general aggregate of no less than$1,000,000 and a per occurrence limit of not less than$500,000, and an Umbrella Liability and Errors and Omissions insurance in the amount of$1,000,000. Article VII -6 - EXHIBIT "A" TO RES. NO. 2007-02 Page 7 of 12 Confidentiality WOW Section 7.01 Confidentiality. 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,the valid order of a court of competent jurisdiction,or the valid order or requirement of a governmental agency.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. Section 7.02 Intellectual Property. 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.Provider further agrees that, in connection with the use of certain data entry devices,Provider may gain access to the intellectual property of third parties. Provider understands and agrees that it may be required to enter into agreements with respect to such intellectual property in order to use such equipment.Provider agrees to enter into such arrangements at Intermedix's request. Section 7.03 HIPAA Compliance.Provider and Intermedix further agree that the provisions of Exhibit"A", with respect to Protected Health Information are incorporated herein by reference as if set forth herein at length. Article VIII Termination of the Agreement Section 8.01 Terminations of Agreement without Cause. During the initial 120 days of the Initial Term,either party may,without cause,terminate this agreement with 30 days advance written notice to the other party. In addition,this Agreement may be terminated by either party, without cause, upon 90-days advance,written notice to the other party. Section 8.02 Termination of this Agreement with Cause.Either party may terminate this agreement with"Cause"if the other party is in"default"under the terms and conditions of this Agreement and the default is not cured within 60 days of receipt of written notice specifying the default. For purposes of this contract, "in default"shall mean: (a)in the case of Intermedix, (i) the failure to provide timely processing of patient encounters after Intermedix's receipt of legally sufficient information regarding such encounters; (ii) the failure to provide information or accessibility to information on Intermedix's information system,as required herein;or (iii) and the material failure to meet its other obligations hereunder,except as may be agreed to or waived by Provider. Notwithstanding the foregoing,Intermedix will not be in default under this agreement if Provider suffers no material harm from Intermedix's failure. -7 - EXHIBIT "A" TO RES. NO. 2007-02 Page 8 of 12 (b)in the case of Provider (i) the failure to use Intermedix as its exclusive provider of billing services for emergency medical services and emergency and non-emergency transfer services; (ii) and the material failure to meet its other obligations hereunder,except as may be agreed to or waived by Intermedix. Section 8.03 Termination of this Agreement with Material Cause. Either party may terminate this agreement with"Material Cause"if the other party is in"material default"under the terms and conditions of this Agreement and the default is not cured within 15 days of receipt of written notice specifying the material default. For purposes of this contract,in"material default"shall mean: (a)in the case of Intermedix, (i) the failure to maintain the confidentiality of medical and medical treatment information, as required hereunder or as required by law;or (b)in the case of Provider (i) the failure to remit compensation to Intermedix as and when required under this Agreement,except in instances of a bona fide dispute as to the amount billed when the undisputed amount shall have been paid. Intermedix shall have the right to terminate this contract immediately if Provider fails to pay Intermedix when and as payments are due hereunder. Section 8.04 Obligations During and Following Termination Notice Period.Except as otherwise provided in this Section 8.04,the obligations of each party under this Agreement shall be as set out in this Agreement during the termination notice period, except that: (a)The parties may agree,in writing, on a transition plan to a new billing provider(including an internal department of provider)to provide for a smooth transition between Intermedix's services and the services of the new provider. (b) Intermedix may,in its complete and total discretion, determine to cease all additional activities on the Provider's account(s)if provider has failed to(i)pay any and all amounts due and owing Intermedix pursuant to invoices provided by Intermedix(except for amounts about which Provider has a bona fide dispute that arose within 20 days of the receipt of the invoice for amounts due and owing Intermedix)or(ii)pay one or more invoices. Article IX Audit Section 9.01 Audit Period. During the Term of this Agreement and for a period of three years after the end of the Term,each party agrees to maintain accurate books and records associated with the billing and collections made the subject of this Agreement. - 8 - EXHIBIT "A" TO RES. NO. 2007-02 Page 9 of 12 Section 9.02 Requirement to Provide Information. Upon written request from either party,the non-requesting party shall promptly provide such reasonable information, as the requesting party deems necessary regarding this Agreement. Section 9.03 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 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, unless the conditions of Section 10.04 are met, at the sole cost and expense of the party conducting the audit. Section 9.04 Rights on Results of Audit.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 10%per annum from the date(s)of nonpayment. Article X Miscellaneous Section 10.01 Strict Performance. 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. Section 10.02 Each Provision a Separate Agreement.The parties agree that each provision of this Agreement shall be construed as separable and divisible from every other provision and that the =n. 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. Section 10.03 Final Agreement. This Agreement,together with its exhibits,sets forth the entire, final and complete understanding between the parties hereto relevant to the subject matter of this Agreement. No 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.Provider and Intermedix understand and agree that the exhibits to this agreement are incorporated into this agreement by reference as if set forth at length. Section 10.04 Performance of Agreement, Venue; Choke 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. Section 10.05 Headings.The headings of this Agreement are for ease of reference only and are not intended to limit or restrict the terms hereof. Section 10.06 Successors and Assigns. This Agreement is binding upon the heirs, legal representatives,successors and assigns of the parties hereto. ft -9 - EXHIBIT "A" TO RES. NO. 2007-02 Page 10 of 12 Section 10.07 Independent Contractor. It is understood and agreed that Intermedix is an independent contractor. Nothing herein contained shall be construed to create any partnership or joint .. venture between the parties. Intermedix shall make no representation nor undertake any act on behalf of Provider other than what is specifically authorized pursuant to this agreement. EXECUTED and effective as of the day of 200_. INTERMEDIX Intermedix Technologies,Inc. By: Jeremy Mattern, President PROVIDER By: Name: Title: Address: - 10- EXHIBIT "A" TO RES. NO. 2007-02 Page 11 of 12 Exhibit"A" Additional Agreement Regarding Protected Health Information Section A.1.01 Compliance with HIPAA. 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("PHI")that is collected,processed or learned as a result of the services provided in this Agreement. Section A.1.02 Specific Agreements. 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; 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. Section A.1.03 Disclosures Contemplated 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; EXHIBIT "A" TO RES. NO. 2007-02 Page 12 of 12 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; e. Uses required for the proper management of Intermedix as a business associate; and f.Other uses or disclosures of Pill as permitted by HIPAA privacy rule.