R2009-131 - 2009-08-31RESOLUTION NO. R2009-131
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, RENEWING A CONTRACT FOR EMS BILLING SERVICES.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain contract for EMS billing services with Intermedix
Technologies, Inc., a copy of which is attached hereto as Exhibit "A" and made a part
hereof for all purposes, is hereby renewed.
Section 2. That the City Manager or his designee is hereby authorized to execute
and the City Secretary to attest a contract for EMS billing services.
PASSED, APPROVED and ADOPTED this the 31St day of ust, A.D., 2009.
~.d'
TOM R ID
MAYOR
ATTEST:
C
~~~~- C-~
DARRIN M. COKER
CITY ATTORNEY
APPROVED AS TO FORM:
AGREEMENT BETWEEN
CITY OF PEARLAND, TEXAS
AND
INTERMEDIX TECHNOLOGIES, INC.
FOR RESCUE AMBULANCE BILLING 8~ RELATED PROFESSIONAL SERVICES.
THIS AGREEMENT, hereinafter "AGREEMENT", made and entered into this 31 day of August
2009 by and between the CITY OF PEARLAND, a Texas municipality, with principal offices
located at 3519 Liberty Drive, Pearland, TX 77581, hereinafter referred to as the "CITY", and
Intermedix Technologies, Inc., a Delaware Corporation with principal offices located at 6451
North Federal Highway, Suite 1002, Fort Lauderdale, Florida 33308, hereinafter referred to as
the "CONTRACTOR".
WITNESSETH:
WHEREAS, the CITY is requesting the CONTRACTOR to provide the required services;
and
WHEREAS, the parties hereto now wish to enter into an agreement, pursuant to which
the CONTRACTOR will render those professional services in connection with said project as
hereinafter provided;
NOW THEREFORE, the parties hereto agree as follows:
1. DEFINITION OF PROJECT. During the term of this contract, CONTRACTOR shall be
exclusively responsible for the billing and collection of all charges and fees relating to the
services provided by CONTRACTOR pursuant to Section 2, including but not limited to private
insurance, Medicare, Medicaid, and other governmental programs.
2. SCOPE OF SERVICES. The CONTRACTOR shall perform and carry out the work as
defined in "EXHIBIT A -Scope of Work", which is attached hereto. All payments shall be paid
directly to CITY or via Locked-Box facility as directed by the CITY.
3. TIME OF PERFORMANCE. This AGREEMENT shall be effective for afour-year period
from August 31 , 2009 through August 31 , 2013, under the terms and conditions
contained herein unless otherwise terminated. This AGREEMENT shall renew automatically for
a period of one additional year at the end of the initial term and any subsequent renewal term
unless the AGREEMENT is terminated in accordance with section "12. TERMINATION". All terms
and conditions hereof shall remain in full force and effect during any renewal term.
4. COMPENSATION AND METHOD OF PAYMENT.
4.01 The CITY reserves the right to request changes in the services within the general scope of
the AGREEMENT to be performed upon mutual agreement by the CITY and CONTRACTOR
that shall specify the change ordered and the adjustment of time and compensation required
therefore.
4.02 Any services added to the scope of this AGREEMENT by a change order shall be
executed in compliance with all other applicable conditions of this AGREEMENT. No claim for
Service Agreement Page 1 of 9 Pages
additional compensation or extension of time shall be recognized unless contained in the duly
executed change order.
4.03 The CONTRACTOR shall be paid by the CITY a monthly amount representing fees for the
services provided computed as:
4.03(a) Ten and twenty-five one-hundredths percent (10.25%) of all monies collected by
CONTRACTOR, plus
4.03(b) One percent (1.00%) of all monies collected by CONTRACTOR for use of
CONTRACTOR provided field data capturing and reporting system while in possession of up to
five (5) "Toughbook" type units, Field Automation Software, Administrative Reporting System,
including training and support (referred heretofore as "TripTix® Mobile").
4.03(c) an amount of one dollar $1.00 per NPP Notice for providing billed patient required
HIPAA-compliant Privacy Notice per Scope of Work (OPTIONAL work to be added to Exhibit A
if desired by the CITY).
Contractor reserves the right to increase these fees if postage is increased by the United States
Postal Service, but only to cover additional postage costs.
4.04 CONTRACTOR shall submit the monthly invoices representing fees for the services
provided to the City of Pearland, 3519 Liberty Drive, Pearland, TX 77581. The CITY shall issue
a check for the amount invoiced less any disputed amounts, within thirty (30) days of receipt
and acceptance of an accurate invoice. CITY's obligations hereunder are absolute and
unconditional and not subject to set-off, delay, counterclaim, termination or performance.
CONTRACTOR will resolve any disputed amounts within 60 days from the date CITY gives
notification of a dispute.
4.05 The CITY shall bear the cost of any and all Lock-box services. CITY, should they elect to
participate in any credit card acceptance program, agrees to assume and be responsible for all
costs associated with such program. All other costs incurred by CONTRACTOR in the
performance of services as specified herein (including, but not limited to postage, materials,
communications and phone costs and other operating costs) shall be assumed by the
CONTRACTOR.
5. DATA MANAGEMENT; DATA ENTRY; ADDITIONAL RECORDS ON TRIPTIX® WEB
SYSTEM
5.01 TripTix® Web Sysfem. CONTRACTOR will grant to CITY electronic access to all records
on file regarding CITY including, but not limited to, medical records, billing records,
correspondence regarding accounts, and records on personnel including credentials. It shall be
the responsibility of CITY to provide its own necessary computer equipment, computer
communication equipment capable of connecting to the Internet and accessing
CONTRACTOR's Internet server (hereinafter referred to as "TripTix® Web System") except for
equipment provided by CONTRACTOR under Section 4.03(b).
5.02 TripTix® Web System Training. Upon request of CITY, CONTRACTOR will provide an
annual, on-site training class on the use of the TripTix® Web System at a time determined to be
mutually convenient to the parties.
Service Agreement Page 2 of 9 Pages
5.03 Limitation of Access to TripTix® Web System. Access to data in the TripTix® Web
System regarding CITY shall be limited to the employees, representatives and agents of
CONTRACTOR and the authorized personnel of CITY. A complete and signed access form for
each of CITY's personnel authorized to access the TripTix® Web System must be submitted to
and approved by CONTRACTOR. CONTRACTOR shall use its best efforts to maintain the
security of the TripTix® Web System, but shall not be responsible for negligence with respect to
password security related to CITY's personnel or other breaches beyond CONTRACTOR's
reasonable control.
5.04 Data Entry Devices. CITY and CONTRACTOR understand and agree that
CONTRACTOR 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). CITY
understands and acknowledges that any of the aforementioned data entry devices provided by
CONTRACTOR will be subject to the additional fee described in Section 4.03(b) of this
AGREEMENT. Also, in connection with the potential provision of such devices, CITY agrees:
(a) CITY will be responsible for the loss or damage to such devices. CITY 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. CONTRACTOR agrees that CITY may obtain
insurance for such payments provided that CONTRACTOR is named as a beneficiary under
such plan.
(b) C(TY 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. CITY
understands and agrees that CONTRACTOR 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. CITY understands and agrees that its failure to enter into or reach agreements with
such third-parties (and any and all consequences of such failure) shat[ not be deemed to be a
default of CONTRACTOR under this AGREEMENT or any other an-angement between. CITY
and CONTRACTOR. CITY further understands and agrees that the failure to enter into such
agreements with these third parties may hinder CITY'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) CITY may be required to obtain new or different medical or other equipment capable
of communicating with the data entry devices. CITY understands and agrees that such new or
different medical or other equipment must be obtained at CITY's sole cost and expense.
(d) CITY may request CONTRACTOR to support additional medical or other devices.
CITY 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. CITY further
understands and agrees that CONTRACTOR has no obligation to undertake the development of
intertaces with additional medical or other devices.
5.05 Statistical Reporting. Statistical and financial data .reports will be available on the
TripTix® Web System at all times that the TripTix® Web System is available. The format and
content of the statistical data will be established and defined by CONTRACTOR and such
reports may be ,added, modified or deleted without notice to CITY. Notwithstanding the
foregoing, CITY may request specific, custom reports to be available to it at an additional
charge to be negotiated between CONTRACTOR and CITY.
Service Agreement Page 3 of 9 Pages
5.06 Acknowledgement with Respect to Reports. With respect to each report generated by
the TripTix® Web System, CITY 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 CITY's business.
CITY thus further acknowledges and agrees that any particular report may not accurately
represent the CITY's then-current or future financial condition.
6. INDEPENDENT CONTRACTORS. The CONTRACTOR is an independent contractor and
not an employee or agent of the CITY with the following exception:
To the extent necessary to fulfill its billing and collection efforts under the
AGREEMENT, the CONTRACTOR is authorized to sign in an administrative
capacity for the CITY the following types of standard forms and
correspondences only: probate filings; letters to patients or their representatives
verifying that an account is paid in full; forms verifying the tax-exempt status of
the CITY; and insurance filings and related forms. The CONTRACTOR has no
authority to sign any document that imposes any additional liability on the CITY.
The CONTRACTOR shall retain full control over the employment, direction, compensation and
discharge of al( persons assisting in the performance of service by CONTRACTOR. The
CONTRACTOR shall be fully responsible for all matters relating to payment of employees,
including compliance with Social Security, withholding tax and all other laws and regulations
governing such matters. The CONTRACTOR shall be responsible for its own acts and those of
its agents and employees during the term of this AGREEMENT.
7. INDEMNIFICATION. The CONTRACTOR shall indemnify and hold the CITY harmless
from any and all claims, damages, losses and expenses, including but not limited to reasonable
attorney fees, arising out of or resulting from CONTRACTOR'S performance, but only to the
extent caused by the wi{Iful misconduct or the negligent acts or omissions of CONTRACTOR its
employees, agents, representatives, consultants, or its SUBCONTRACTORS.
8. INSURANCE. CONTRACTOR shall procure and maintain for the duration of the
AGREEMENT, the following insurance coverage:
1) Workers' Compensation Insurance in compliance with the applicable state and
federal laws
2) General Liability insurance in an amount no less than $1,000,000 per occurrence.
3) Coverage for business interruption, destruction of data processing equipment and
media, liabilities affecting accounts receivable, contracts and independent contractors
and, valuable documents in an amount no less than $100,000 aggregate;
4) Liability coverage for all vehicles whether owned, hired or used in the
amount of $500,000; and
The policies are to contain, or be endorsed~to contain, the following provisions:
a. General Liability and Automobile Liability Coverage
Service Agreement Page 4 of 9 Pages
1. The CITY, its officers, officials, employees and volunteers are to be covered as
additional insured as respects; liability arising out of activities performed by or on
behalf of the Contractor, including the insured general supervision of the
CONTRACTOR; products and completed operations of the CONTRACTOR;
premises owned, occupied or used by the CONTRACTOR; or automobiles
owned, leased, hired or borrowed by the CONTRACTOR. The coverage shall
contain no special limitations on the scope of protections afforded the CITY, its
officers, officials, employees or volunteers.
2. The CONTRACTOR's insurance coverage shall be primary insurance as
respects the CITY, its officers, officials, employees and volunteers. Any
insurance of self-insurance maintained by the CITY, its officers, officials,
employees or volunteers shall be excess of the Contractor's insurance and shall
not contribute with it. Contractor hereby waives subrogation rights for loss or
damage against the CITY.
3. Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to the CITY, its officers, officials, employees or volunteers.
4. The Contractor's insurance shall apply separately to each insured ,agaainst
whom a claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
5. Companies issuing the insurance policy, or policies, shall have no recourse
against the CITY for payment of premiums or assessments for any deductibles
'- with are all at the sole responsibility and risk of Contractor.
b. All Coverage
Each insurance policy required by this clause sha[I be endorsed to state that
coverage shat! not be suspended, voided, canceled by either party, reduced in
coverage or in limits except after thirty (30) days prior written notice by certified
mail, return receipt requested, has been given to the CITY.
Contractor shall furnish the CITY with certificates of insurance and with original endorsements
effecting coverage required by this clause if requested. The certificates and endorsements for
each insurance policy are to be signed by a person authorized by that insurer to bind coverage
on its behalf. All certificates and endorsements are to be received and approved by the CITY
before work commences. The CITY reserves the right to require complete, certified copies of all
required insurance policies at any time.
9. CONFIDENTIALITY.
9.01 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.
9.02 Intellectual Property. CITY 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 CONTRACTOR, and that CITY will not release any information regarding such
trade secrets to any third party without the prior written consent of CONTRACTOR. CITY further
agrees that, in connection with the use of certain data entry devices, CITY may gain access to
the intellectual property of third parties. CITY understands and agrees that it may be required to
Service Agreement Page 5 of 9 Pages
enter into agreements with respect to such intellectual property in order to use such equipment.
CITY agrees to enter into such arrangements at CONTRACTOR's request.
10. OWNERSHIP OF DOCUMENTS. CONTRACTOR shall be required to work in harmony
with other consultants relative to providing information requested in a timely manner and in the
specified form. The CONTRACTOR agrees that any and all documents, records, disks, and
electronic data produced in the performance of this AGREEMENT shall be the sole property of
the CITY, including all rights therein of whatever kind except as may otherwise be provided
hereinafter.
11. ATTACHMENTS. The following named attachments are made an integral part of this
AGREEMENT:
A. Scope of Work (Exhibit A attached hereto and made a part hereof)
B. Business Associate Agreement (Exhibit B attached hereto and made a part hereof)
C. Addendum to Service Agreement - TripTix® Mobile Program (Exhibit C attached
hereto and made a part hereof)
12. TERMINATION. During the time of this AGREEMENT the CITY or CONTRACTOR may
terminate this AGREEMENT either for convenience or for default after first giving to the other
party ninety (90) days written notice.
For cases of default, the CONTRACTOR shall be given opportunity to cure the default within the
allotted period following such written notice. In the event the acts constituting default are a
violation of law, CONTRACTOR shall be subject to immediate termination of AGREEMENT.
Upon termination for any cause, the CONTRACTOR shall submit an invoice(s) to the CITY in an
amount(s) representing fees for services actually performed or obligations incurred to the date
of effective termination for which the CONTRACTOR has not been previously compensated.
Upon payment of all sums found due, the CITY shall be under no further obligation to the
CONTRACTOR, financial or otherwise.
For purposes of this section, the notice period begins when the CONTRACTOR receives written
notice from the CITY.
13. UNCONTROLLABLE FORCES. Neither the CITY nor CONTRACTOR shall be
considered to be in default of this AGREEMENT if delays in or failure of performance shall be
due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the
non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event
which results in the prevention or delay of performance by a party of its obligations under this
AGREEMENT and which is beyond the reasonable control of the non-performing party. It
includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil
disturbance, sabotage, terrorism and governmental actions.
Neither party shall, however, be excused from performance if non-performance is due to forces
that are preventable, removable, or remediable nor which the non-performing party could have,
with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable
dispatch. The non-performing party shall, within a reasonable time of being prevented or
delayed from performance by an uncontrollable force, give written notice to the other party
describing the circumstances and uncontrollable forces preventing continued performance of
the obligations of this AGREEMENT.
14. JURISDICTION and VENUE. All questions pertaining to the validity and interpretations of
this AGREEMENT shall be determined in accordance with the laws of Texas. Any legal action
Service Agreement Page 6 of 9 Pages
by either party against the other concerning this AGREEMENT shall be filed in Brazoria County,
Texas which shall be deemed proper jurisdiction and venue for the action.
15. REPRESENTATIONS. CITY and CONTRACTOR agree that this AGREEMENT
constitutes a legal, valid and binding obligation for each party, enforceable against such party in
accordance with its terms (subject always to applicable bankruptcy, insolvency, receivership
and other similar laws relating to or affecting the enforcement of creditor's rights generally and
to general principles of equity). Further, CONTRACTOR and CITY warrant and represent to
each other:
that each (i) is duly formed and organized and validly existing under the laws of the
jurisdiction of its formation, (ii) is' properly qualified to do business and is in good
standing under the laws of each jurisdiction in which it does business, (iii) has all
necessary, corporate or similar power and authority to execute and deliver this
AGREEMENT and to consummate the transaction contemplated hereby; and
that this AGREEMENT, its execution and the fulfillment and compliance with the terms
and conditions hereof, do not violate or conflict with any provision of or result in any
breach of or default under any (i) organizational documents of each party, (ii) law or
judicial, award, or similar decree, or (iii) agreement, to which CITY or CONTRACTOR,
for CONTRACTOR's representations and warranties, or CITY, for CITY's
representations and warranties, are bound.
16. EXPORT LAWS. CITY shall comply with all then current export laws and regulations of
the U.S. Government and the government of the country in which CITY receives delivery of the
Licensed Software which pertain to the Licensed Software.
17. ASSIGNMENT OF AGREEMENT. Except to a parent, subsidiary, or affiliate, the
CONTRACTOR shall not sell, transfer, assign or otherwise dispose of this AGREEMENT or any
part thereof or work provided therein, or of its right, title or interest therein, unless otherwise
provided in the AGREEMENT, without express prior written consent by the CITY.
18. NOTICES. Any notice given or required to be given under this AGREEMENT shall be in
writing and shall be addressed to the Parties hereto at the addresses set out below. Any such
notices shall be deemed to have been given (i) if mailed, then three (3) Days following the date
such notice is placed in the United States mail in a postage paid wrapper, registered or certified
with return receipt requested, addressed to the appropriate Party at the address set forth above
for such Party, or to the last address provided in writing to the other Party by the addressee, or
(ii) if by any other method, when actually received. Either Party may change its address for the
purpose of this AGREEMENT by notice in writing to the other Party in accordance herewith.
Service Agreement Page 7 of 9 Pages
To the CITY:
City of Pearland
ATTN: EMS Chief
2010 Old Alvin Road
Pearland, TX 77588
To the CONTRACTOR:
Brad Williams
ice President, Finance
Intermedix Technologies, Inc.
6451 North Federal Highway, Suite 1002
Fort Lauderdale, Florida 33308
18. SEVERABILITY. Should any part, term or provision of this AGREEMENT be by the
courts decided to be illegal or in conflict with any law of Texas, the validity of the remaining
portions or provisions shall not be affected thereby.
19. ENTIRE AGREEMENT. This AGREEMENT contains the entire agreement between the
parties. The CONTRACTOR represents that in entering into this AGREEMENT it has not relied
on any previous oral and/or implied representations, inducements or understandings of any kind
or nature.
jsignature pages to follow]
Service Agreement Page 8 of 9 Pages
' IN WITNESS OF THE FOREGOING, the CITY has caused this AGREEMENT to be signed by
its CITY Administrator, attested by the CITY Clerk with the corporate seal of PEARLAND, TX,
and the CONTRACTOR has executed this Agreement effective as of the date set forth above.
AT
BY
(CORPORATE SEAL)
STATE OF FLORIDA
BROWARD COUNTY
City of Pearland
,.
By:
ity Manager , Bill Eisen
Date: August 31, 2 0 0 9
CONTRACTOR
Intermedix Technologies, Inc.
A Del~nr Corpara#jon
DOUG SHAMON,
PRESIDENT
BEFORE ME, an officer duly authorized by law to administer oaths and take.
acknowledgments, personally appeared Doug Sharron, as President of Intermedix
Technologies, Inc., a Delaware corporation, and acknowledged execution of the foregoing
AGREEMENT for the use and purposes mentioned in it and that the instrument is the act and
deed of the Contractor.
IN WITNESS OF THE FOREGOING, I have set my hand and official seal at' U~~ ~~~~'~~~~-~~
in the State and County aforesaid on Sp fPm ~~~ i5 2009.
.~ c%,~~
Notary P lic, State of Florida
My Commission expires:
5~ ~ini 3
~„y~r °~~~ Notary Public State of Florida
Cindy R Gardner
~c ~• My Commi~esion DD879720
or ~~. Explree 0 617 2/20 1 3
Service Agreement Page 9 of 9 Pages
Exhibit A
Scope of Services
CONTRACTOR shall provide complete medical billing and accounts receivable
management services for CITY's ambulance services in accordance with the
responsibilities outlined below.
CONTRACTOR's Responsibilities:
CONTRACTOR will provide timely and accurate billing services for emergency medical
treatment and transport services utilizing information provided by CITY and information obtained
from other reliable sources.
All services will be provided as stated below. The following is a summary of these
responsibilities:
1. Provide billing and accounts receivable management services to CITY as required on a
case-by-case basis.
2. Ensure that all required documentation and agreements with payors (e.g. Medicare,
Medicaid, Champus, etc.) are filed and maintained and that the CITY is kept apprised of
important changes to industry regulations.
3. Ensure knowledge of different industry insurance plans and will ensure that every
billable claim is pursued.
4. Provide reasonably necessary training periodically, as requested by CITY, to CITY's
Emergency Medical personnel regarding the gathering of the necessary information and
proper completion of run tickets.
5. Provide prompt submission of Medicare, Medicaid and insurance claims after receiving
completed run ticket and corresponding insurance claim information. Secondary
insurance claims shall be submitted after the primary insurance payor has paid.
6. Provide follow-up on rejected and inactive claims.
7. Utilize most up-to-date knowledge and information with regard to coding requirements
and standards, to ensure compliance with applicable Federal, State and local
regulations.
8. Reconcile the number of transports processed with those received
9. Provide a designated liaison for patient/payor concerns.
10. Provide all customer-related inquiry services and prepare additional third-party claims or
patient payment arrangements based on this information exchange.
11. Provide a toll free telephone number for patients to be answered as designated by the
CITY.
Exhibit A Page ~ of a
12. Facilitate proper security of confidential information and proper shredding of all disposed
materials containing such information.
13. Establish arrangements with hospitals to obtain/verify patient insurance and contact
information.
14. Respond to any CITY or patient inquiry or questions promptly
15. Maintain appropriate accounting procedures for reconciling all deposits, receivables,
billings, patient accounts, adjustments and refunds.
16. Provide access to CITY for all requested information in order for CITY to perform
appropriate and periodic audits. Reasonable notice will be given to CONTRACTOR for
any planned audit and will be conducted during normal business hours of
CONTRACTOR
17. Provide timely comprehensive reports facilitating all required aspects of monitoring,
evaluating, auditing and managing the services provided. Process refund requests and
provide the CITY with documentation substantiating each refund requested.
18. Provide CITY all unpaid invoices along with the complete processing history once
collection efforts are exhausted.
Specific Scope Compliance
The CONTRACTOR will provide the specific services:
19. Assign billing patient numbers providing cross-reference to the CITY'S assigned
transport numbers.
20. Utilize internal proprietary and/or external commercially available resources to identify
patients and locate potential insurer information in accordance with law and generally
acceptable business practices.
21. Provide accurate coding of medical claims.
22. Make recommendations for fee schedule changes and regularly advise on changes in
statutes and industry regulations.
23. Respond to all patients' requests and inquiries, either written or verbal.
24. Accounts will be processed within the following guidelines unless express written
permission advising otherwise is received from the CITY by the CONTRACTOR:
a. Accounts will be actively pursued for payment for at least 120 days. At the end
of the 120 day period, there will have been at least 3 attempts at collecting the
amount due except for those accounts where materially insufficient demographic
information exists to pursuit the account.
b. CITY grants to CONTRACTOR the express ability to settle an account for no less
than 70% of the billed amount, and to effect any negotiations necessary to
Exhibit A Page 2 of 4
accomplish this tasking. Offers of less than 70% require express written consent
of the CITY.
c. CONTRACTOR may establish payment plans for patients unable to pay the
amount due in full, provided no payment plan exceeds 12 monthly payments in
term and the total amount to be paid is no less than 70% of the total billed
amount.
d. If reasonable efforts have been made to collect an account and such efforts have
not been successful, CONTRACTOR shall have the right to terminate collection
efforts and close the account as unpaid debt. As used herein, "reasonable
efforts° shall be as outlined in paragraph "24a" immediately above.
CONTRACTOR shall notify CITY on a mutually agreeable recurring basis of the
accounts that CONTPACTOR deems uncollectable pursuant to this section, and
shalt forward rosters of the collection efforts for those accounts if requested.
e. Uncollectable accounts shall either be returned to the CITY for additional
collections activity actions, or referred to the CONTRACTOR's sub-contracted
collections agency for collections activity. Accounts referred to the
CONTRACTOR's sub-contracted collections agency will incur a 20% fee on any
amount collected through the sub-contracted collections agency, and not subject
to the provisions of Section 4.03(a) and/or Section 4.03(b) as applicable.
25. Provide for facilities to permit real-time read only electronic look-up access by CITY to
CONTRACTOR'S system to obtain patient data and billing information.
26. Maintain records in an electronic format that is readily accessible by the CITY personnel
and that meets all federal and state requirements for maintaining patient medical
records.
27. Maintain daily deposit control sheets and original documentation
28. Create, implement and comply with a Compliance Plan consistent with the intent and
activities included in the U.S. Office of Inspector General (OIG) Compliance Program
Guidance for Third Party Medical Billing Companies 63 FR 70138; (December 18, 1998).
29. Provide reporting of trauma data required by the Texas Department of State Health
Services (TDSHS) with connectivity/interface in a format reasonably required by the
State.
CITY's Responsibilities:
1. CITY will provide CONTRACTOR with patient encounter information on a timely basis
and in sufficient detail to support diagnosis and procedure coding. CITY will also provide
patient demographic information necessary for accurate patient identification including
name, address, social security number, date of birth, and telephone number. Where
possible, CITY will obtain and provide CONTRACTOR with patient health insurance,
auto insurance, or other insurance information.
2. CITY will provide CONTRACTOR with necessary documents required by third parties to
allow for the electronic filing of claims by CONTRACTOR on CITY's behalf.
Exhibit A Page 3 of a
3. CITY will provide CONTRACTOR with its approved billing policies and procedures
including fee schedules and collection protocols. CITY will be responsible for engaging
any third party collection service for uncollectible accounts after CONTRACTOR has
exhausted its collection efforts in accordance with .
4. CITY will timely process refunds identified by CONTRACTOR for account overpayments.
5. CITY will provide a Lock Box address to CONTRACTOR and will instruct Lock Box to
forward all Lock Box documents to CONTRACTOR for processing if CITY desires to
utilize the services of a Lock Box entity.
6. CITY will provide CONTRACTOR with Daily Bank Balance Reporting capabilities via the
bank's designated web site.
7. CITY will cooperate with CONTRACTOR in all matters to ensure proper compliance with
laws and regulations.
Exhibit A Page 4 of 4
Exhibit B
Business Associate Addendum
CONTRACTOR the "Business Associate" and CITY hereby add the following additional
language to the AGREEMENT.
1. CONTRACTOR shall carry out its obligations under this Addendum 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 Billing Services provided hereunder. In
conformity therewith, CONTRACTOR agrees that it will:
a. Not use or further disclose PHI except as permitted under this Addendum or required by
law;
b. Use appropriate safeguards to prevent use or disclosure of PHI except as permitted by
this Addendum;
c. To mitigate, to the extent practicable, any harmful effect that is known to CONTRACTOR
of a use or disclosure of PH1 by CONTRACTOR in violation of this Addendum.
d. Report to CITY any use or disclosure of PHI not provided for by this Addendum of which
CONTRACTOR becomes aware;
e. Ensure that any agents or subcontractors to whom CONTRACTOR provides PHI, or who
have access to PHI, agree to the same restrictions and conditions that apply to
CONTRACTOR with respect to such PHI;
f. Make PHI available to CITY and to the individual who has a right of access as required
under HIPAA within 30 days of the request by CITY regarding the individual;
g. Incorporate any amendments to PHI when notified to do so by CITY;
h. Provide an accounting of all uses or disclosures of PHI made by CONTRACTOR as
required under the HIPAA privacy rule within sixty (60) days;
i. Make their 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 CONTRACTOR's and CITY's compliance with HIPAA; and
j. At the termination of the AGREEMENT, return or destroy all PHI received from, or
created or received by CONTRACTOR on behalf of CITY, and if return is not feasible,
the protections of this Addendum will extend to such PHI..
2. The specific uses and disclosures of PHI that may be made by CONTRACTOR on
behalf of CITY include:
Exhibit B Page 1 of 2
a. The preparation of invoices to patients, carriers, insurers and others responsible for
payment or reimbursement of the services provided by CITY 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 CITY to its patients or to appeal
denials of payment for same.
d. Uses required for the proper management of CONTRACTOR as business associate.
e. Other uses or disclosures of PHI as permitted by the HIPAA privacy rule.
3. As part of the contract agreement, Intermedix acknowledges its obligations as your
Business Associate under the requirements of the Identity Theft Red Flag Rules
promulgated under the Fair and Accurate Credit Transactions Act of 2003 ("Red Flag
Rules") found in 16 C.F.R. Part 681.
a. We agree to ensure that our activities for you are conducted in accordance with
reasonable policies and procedures designed to detect, prevent, and mitigate the risk of
identity theft.
b. We agree to have in place policies and procedures to detect relevant Red Flag incidents
that may arise in the performance of services on your behalf.
c. We agree that will use reasonable efforts to ensure that any agent or third party who
performs services on our behalf in connection with your accounts, including a
subcontractor, agrees to implement reasonable policies and procedures designed to
detect, prevent, and mitigate the risk of identity theft.
d. We agree to alert you of any Red Flag incident of which we become aware, and the
steps we take to mitigate any potential security compromise that may have occurred,
and provide a report of any threat of identity theft as a result of the incident.
4. Notwithstanding any other provisions of this AGREEMENT or Addendum, the
AGREEMENT may be terminated by CITY if CONTRACTOR has violated a term or
provision of this Addendum pertaining to CONTRACTOR's material obligations under
the HIPAA privacy rule, or if CONTRACTOR engages in conduct which would, if
committed by CITY, result in a violation of the HIPAA privacy rule by CITY.
Exhibit B
Exhibit C
Addendum to Service Agreement
(TripTix® Mobile System Program)
This Addendum to the AGREEMENT (the "Addendum") hereby adds the following
language to the AGREEMENT.
WHEREAS, CONTRACTOR has developed the "TripTix® Mobile System" system
running on various hardware platforms to enter medical records and data into and interact with
its main billing and medical records system (the "Product' as more particularly defined herein)
that CONTRACTOR is willing to make available under license to CITY upon the terms herein
set forth; and
WHEREAS, CITY has expressed a desire to use the Product; and
WHEREAS, CITY acknowledges that, in connection with the provision of the Product
and the TripTix® Mobile System devices, CONTRACTOR is incurring significant costs per unit
and, in some cases, per User out of pocket expenses;
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and
covenants contained herein and for other good and valuable consideration the adequacy and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
ARTICLE I. DEFINITIONS
1.01 Definitions. For all purposes of this Addendum, the following definitions shall apply:
"Confidential Technical Information" shall mean any and all fchnical information of the
designated Party except:
technical information which at the time of disclosure is in the public domain;
technical information which after disclosure is published or otherwise becomes a
part of the public domain through no fault of the recipient (but only after it is published or
otherwise becomes part of the public domain);
technical information which the recipient can show was in its possession at the
time of disclosure and it was not acquired, directly or indirectly, from the other Party
hereto;.or
technical information which was received by the recipient after the time of
disclosure hereunder from a third party who did not acquire it, directly or indirectly, from
the disclosure Party under an obligation of confidence.
Exhibit C Page 1 of 8
For•the purpose of this definition, specific technical information disclosed by one Party to the other
pursuant to the provisions of this Addendum shall not be deemed, as to the recipient, to be within any of
the above exceptions merely because it is embraced by more general information within one of the said
exceptions. In addition, any combination of features disclosed by one Party to the other pursuant to the
provisions of this Addendum shall not be deemed, as to the recipient, to be within any of the above
exceptions merely because individual features of the combination are within any of said exceptions, but
.only if the combination itself and its principle of operation are within one of the said exceptions.
"Contract Rights" shall mean Intellectual Property and any other rights and interests of
CITY or CONTRACTOR in and under this Addendum, including other assets relating to the
Product.
"Customizations" shall mean any changes to the Licensed Software requested by CITY
and agreed fo by CONTRACTOR 'for increased or different functionality of the Licensed
Software.
"Day" or "Days" shall mean a continuous calendar day.
"Documentation" shall mean any technical or instructional materials for the Licensed
Software that are delivered to CITY by CONTRACTOR.
"Defaulting Party" shall mean either CONTRACTOR or CITY to this Addendum who has
been served with written notice That it is not in compliance with any term to this Addendum.
"Effective Date" shall mean the date on which the Initial Fee is paid or, if no Initial Fee is
required, the date on which the last party to this Addendum executed it.
"First Day of Service" shall mean, with respect to each Product Unit, the first day such
Product Unit is delivered to CITY.
"Initial Period" shall mean, with respect to each Product Unit, the initial three year period
following the delivery of fhe Product Unit to CITY.
"Intellectual Property" shall mean all of CONTRACTOR's rights in and to the Product,
including, without limitation; CONTRACTOR's copyrights, trademarks, trade dress, trade
secrets, patents and patent applications (if any), and "know how" and any other proprietary
information developed by CONTRACTOR relevant to the Product.
"Initial Fee" shall mean, with respect to each Product Unit, the Third-Party Intellectual
Property Royalty Payments required in connection with such Product Unit.
"Licensed Software" means the copies of CONTRACTOR's software programs as are
contained in the Product, including any Documentation included therewith. CONTRACTOR
may, at its sole discretion, provide corrections and modifications to the Licensed Software from
time to time.
"Licensed Territory" shall mean any geographical area in which CITY operates its
emergency medical service throughout the Perm of this addendum.
"Material Breach" shall have the meaning given to it in Article 5 of this Addendum.
Exhibit C Page 2 of 8
"Maferial Non-Monetary Breach" shall have the meaning given to it in Article 5 of this
Addendum.
"Product" shall mean, collectively, each Product Unit (a tablet PC, personal digital
assistant or similar device), the Licensed Software, any Customizations wifh respect to one or
more of the Product Units delivered to CITY, and any Third,-Party Intellectual Property, as
licensed to CITY under the terms and conditions of this Addendum.
"Product Unit" shall mean a single data collection device delivered pursuant to the terms
and conditions of this Addendum containing one or more elements of the Producf but shall not
mean any ancillary devices or products provided by persons other than CONTRACTOR.
"Third-Party Inten`ace Devices" shall mean fhose devices that inten`ace with the Product
fo Transfer information, including medical monitoring devices for which Third-Party Intellectual
Property Royalty Payments are made.
"Third--Party Intellectual Property Rights" shall mean the intellectual property rights of
any third-party used in connection with the Product.
rcThird-Party Intellectual Property Royalty Payments" shall mean The payments to be
made directly by CITY or, indirectly, on CITY's behalf, as consideration for the licensing of any
Third-Party Intellectual Property Rights.
rcUpdates" shall mean any and al! revisions to the Licensed Software, and the
Customizations or any other part of the Product, if any, as shall be delivered by CONTRACTOR
to the CITY from time to time.
rcUsers" shall mean any employees or independent contractors of CITY, all of whom shall
have the right to use the Licensed Software, Customizations and any Documentation pursuant
to the Perms and conditions of this Addendum.
ARTICLE II. PRICE AND PAYMENT
2.01 Adjustment to Rates of Compensation under the AGREEMENT. The compensation due and
owing CONTRACTOR by CITY shall be increased as described in Section 4.03(b) of the AGREEMENT
during the Term of this Addendum.
2.02 License Fees. In addition to the payments required pursuant to the provisions of Section
4.03(b) of the AGREEMENT ,CITY shall make the payments in connection with Third-Party Intellectual
Properly Royalty Payments as further set out on Schedule 2.01 hereto.
In the event that CITY terminates this Addendum within the first 12 months , it shall pay
an early termination fee as set out on Schedule 2.02 hereto
2.03 Payment Terms. All undisputed amounts shall be paid within thirty (30) days of receipt of a
valid invoice.
2.04 Taxes. CITY shall pay all taxes, duties or charges of any kind (including withholding or
value added taxes) imposed by any federal, state, or local governmental entity for Licensed Software or
Products and supporting training and Documentation and related materials and maintenance provided
during the term of this Addendum, excluding only taxes based solely on CONTRACTOR's income. CITY
shall indemnify and hold CONTRACTOR harmless from all claims and liability arising from CITY's failure
to discharge or pay any and all such taxes, duties, or charges.
Exhibit C Page 3 of 8
ARTICLE III. PROPRIETARY RIGHTS
3.01 CITY acknowledges that CONTRACTOR and its suppliers, including, without limitation, the
suppliers of licenses of Third-Party Intellectual Property Rights, have, retain and own all right, title and
interest in and to the Lipensed Software, the Customizations, the Updates, any Documentation, and all
patent, copyright, trademark and service mark and trade name and the goodwill associated therewith,
trade secret, inventions, technology, ideas, know-how, and all other intellectual property rights and all
other rights pertaining thereto. All such right, title and interest shall be and remain the sole property of
CONTRACTOR. CITY shall not be an owner or holder of any copies of, or have any interest in the
Licensed Software or any Updates, Customizations, and Documentation but rather, such Licensed
Software, Releases and Updates and Documentation are solely licensed for use pursuant to this
Addendum. Neither CITY nor its Users shall: (i) remove any copyright, patent or other proprietary
legends from the Licensed Software or any Product; (ii) sub-license, lease, rent, assign, transfer or
distribute Licensed Software or any Product to any third party; (iii) alter, modify, copy, enhance or adapt
the Licensed. Software or any Product; (iv) attempt to reverse engineer, covert, translate, decompile,
disassemble or merge the Licensed Software or any Product with any other software or materials; (v)
otherwise create or attempt to create any derivative works from this Licensed Software or any Product, or
permit persons who are not Users any access to the Licensed Software or its operations, and any attempt
to downy of the above shall void all warranties given CITY by CONTRACTOR.
ARTICLE IV. TERM AND TERMINATION
4.01 Generally. The term of this Addendum shall begin on the Effective Date and shall continue
until the end of the Initial Period of the last Product Unit delivered pursuant to the terms and provisions of
this Addendum ("Initial Term°). CONTRACTOR's Maintenance and Support obligations, as well as its
development commitments, shall continue until the end of the Initial Term at the fees set forth by the
AGREEMENT provided, however, that CITY or CONTRACTOR may terminate this Addendum pursuant
to the terms and provisions of this Addendum.
4.02 Termination. Notwithstanding any other language herein or in the AGREEMENT, a
termination of the Addendum shall not operate to terminate the AGREEMENT, but a termination of the
AGREEMENT shall operate as a termination of this Addendum. Notwithstanding anything to the contrary
herein or in the AGREEMENT, a termination, of the AGREEMENT may be deemed to be an elective
termination and a default under this Addendum.
4.03 Termination of the Addendum.
Termination by CITY upon CONTRACTOR Material Breach. CITY may terminate this
Addendum (but not the AGREEMENT) without obligations to pay an early termination payment,
if CONTRACTOR commits a Material Non-Monetary Breach which breach, if capable of being
cured, is not cured within 30 days of a written notice of termination
Termination by CITY without CONTRACTOR Material Breach. CITY may terminate this
Addendum (but not the AGREEMENT) at any time by providing notice to CONTRACTOR,
making payment in full of the required early termination payment disclosed on Schedule 2.01
with respect fo EACH Product Unif delivered pursuant to this Addendum and returning all
Product Units fo CONTRACTOR.
Termination by CONTRACTOR upon CITY Material Breach. CONTRACTOR may
terminate this Addendum if CITY commits
a Material Monetary Breach CITY fails to pay any undisputed amount due under
this Addendum within 20 days after written notice of such nonpayment or
Exhibit C Page 4 of 8
a Material Non-Monetary Breach, which breach, if capable of being cured, is not
cured within 30 days of a written notice of termination.
4.04 Any termination of the Addendum shall not:
release CITY or CONTRACTOR from any claim of the other accrued hereunder
prior to the effective date of such termination;
release CITY or CONTRACTOR from their obligations under Article VII or
Sections 4.05 and 4.06, respectively, unless otherwise released by the further terms
hereof;
4.05 Upon termination of this Addendum, CONTRACTOR shall remain the sole owner of the
Product and all intellectual property and goodwill associated therewith, and CITY shall assert no rights-
thereto.
4.06 Delivery of Materials. Upon termination of this Addendum for any reason, CITY shall
immediately discontinue use of the Product including all Documentation and within ten (10) days return
each of the Product Units and certify in writing to CONTRACTOR that all copies, extracts or derivatives of
any item comprising the Product, including all Documentation, in whole or in part, in any form, have either
been delivered to CONTRACTOR or destroyed in accordance with CONTRACTOR's instructions. All
payments made by CITY to CONTRACTOR hereunder are non-refundable.
ARTICLE V. BREACH OF ADDENDUM
5.01 Material Non-Monetary Breaches.
CITY Material Non-Monetary Breach. For purposes of this Addendum, as respects a
breach by a CITY, a "Material Non-Monetary Breach" includes any breach of its or its User's
obligations with respect to Proprietary Rights, Confidentiality, or any material breach of a party's
representations or warranties under this Addendum.
CONTRACTOR Material Non-Monetary Breach. For purposes of this Addendum, as
respects a breach by CONTRACTOR, a "Material Non-Monetary Breach" includes any material
breach of its Maintenance and Support obligations or any material breach of its representations
or warranties under this Addendum.
CONTRACTOR and CITY Material Non-Monetary Breach. For purposes of this
Addendum, as respects a breach by either CONTRACTOR or CITY, it shall be a nMaterial Non-
Monetary Breach" if such party (i) terminates or suspends its business or operations, (ii)
becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an
assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver
or similar authority, or (iii) becomes subject to any bankruptcy or insolvency proceeding under
federal or state statutes which are not rescinded within forty-f-ve (45) days.
5.02 Material Monetary Breaches. For purposes of this Addendum, as respects a breach b y
either CONTRACTOR or CITY, it shall be a "Material Monetary Breach" with respect to such party if:
Such party fails to make any Third-Pan`t' Intellectual Property Royalty Payment as
required under any agreement with such third party;
Exhibit C Page 5 of 8
Such party fails fo make payments due under the terms of this Addendum or the
AGREEMENT when and as due; or
Such party fails to reimburse the other party for payments made on its behalf for Third-
Party Intellectual Property Royalty Payments.
ARTICLE VI. LICENSE
6.01 License. Commencing on the Effective Date and subject to the terms and conditions of this
Addendum, CONTRACTOR grants CITY anon-exclusive, non-transferable license, to use the Product in
the Licensed Area by the Users. This license does not constitute a sale of the Product or any portion or
piece thereof or of any copies of Licensed Software, Customizations or Documentation.
6.02 Delivery and Acceptance. CONTRACTOR will deliver to CITY, the Product at mutually
agreeable times, after or simultaneously with the later of date of the execution of this Addendum or
Effective Date, or as otherwise provided.
6.03 No Other Rights. Except to exercise the license of Section 6.01 and its rights specifically
granted under this Addendum, CITY shall have no rights to own, use or otherwise exercise dominion over
the Product. Except as otherwise permitted under this Addendum, CITY may not rent, lease, loan, sell or
otherwise distribute the Product or any derivative works based upon the Licensed Software in whole or in
part.
6.04 Right of Audit, Either party may audit and inspect the other party's physical and electronic
records solely to verify such party's compliance with the terms of this Article VI. CITY hereby agrees to
the remote electronic survey of the Licensed Software licensed hereunder, provided CITY is provided ten
~(10) business day's prior written notice of such survey and provided further that such audit is conducted in
a reasonable manner. In addition, upon written request from the other party, each party shall provide or
obtain physical access to such records to either the requesting party or an independent auditor chosen by
the party for the purposes of audit. All physical audits of CITY will be conducted. at the business premises
in which the Licensed Software is installed or accessed during regular business hours during the term of
this Addendum. Audits will be conducted no more frequently than once annually. All individuals
performing such audits, including independent third party auditors, must be bound by confidentiality
obligations consistent with this Addendum.
6.05 Material Change to Product. If there is any material change in any rules, orders, laws or
regulations governing the manner in which this Product operates or in the data provided by third parties
(such as changes in the manner of operation of global distribution systems or standards in wireless or
non-wireless communications protocols); then upon written notice to CITY, CONTRACTOR will have the
right, retroactive to the date of such material change, to modify the way in which this Product delivers
data in order to comport with any change in law or regulations or functionality governing the Product. All
data used by CONTRACTOR for testing and development shall be supplied by CITY at its expense to
CONTRACTOR promptly upon request by CONTRACTOR to CITY.
ARTICLE VII. LIMITED WARRANTY AND DISCLAIMER:
7.01 Software Media Warranfy. CONTRACTOR warrants that each Product Unit delivered to
CITY will be free from material defects when delivered. CONTRACTOR's entire liability and CITY's
exclusive remedy under this warranty will be to replace the media on which such Product was delivered.
CONTRACTOR shall have no obligation to replace any defective media which is not returned to
CONTRACTOR within the warranty period or which has failed because of accident, abuse or
misapplication.
7.02 Software Warranty. CONTRACTOR warrants that for a period of 90 days from the delivery
of a Product Unit identified by CONTRACTOR as being fully functional for production at the site
Exhibit C Page 6 of 8
designated by CONTRACTOR, the Product, if properly used by CITY, shall operate in conformity with the
Documentation for such Product, if any. CONTRACTOR does not warrant that any Product will meet all
of CITY's requirements or that the use of any Product will be uninterrupted or error free.
7.03 Grant of Standard Warranties Only. NEITHER CONTRACTOR NOR ANY OF ITS
SUPPLIERS MAKE ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR IN ANY
COMMUNICATION WITH CITY WITH RESPECT TO THE PRODUCT OR OTHER ITEMS DELIVERED
PURSUANT TO THIS ADDENDUM THAT IS NOT PART OF THE STANDARD WARRANTY OFFERED
BY CONTRACTOR TO ITS OTHER CUSTOMERS. •CONTRACTOR's sole and exclusive liability, and
CITY's sole and exclusive remedy, shall be, at CONTRACTOR's sole election, to terminate this
Addendum, at which time, CITY shall immediately deliver each Product Unit and any related
Documentation to CONTRACTOR; provided, however, CONTRACTOR may elect, to attempt, through
reasonable efforts, to: (a) correct any material nonconformities discovered within the Warranty Period, (b)
replace the nonconforming Product. The above remedies are available only if CONTRACTOR is promptly
notified in writing, within the warranty period, upon discovery of the nonconformities by CITY and
CONTRACTOR' examination of the Product discloses that such nonconformities exist, and that the
Product has not been (i) altered or modified; (ii) subjected to negligence, or computer or electrical
malfunctions; (iii) used, adjusted, or installed other than in accordance with the instructions furnished by
CONTRACTOR; or (iv) modified .for custom development by CONTRACTOR for CITY as agreed in an
Order. ANY REFUND OF FEES PROVIDED HEREUNDER (WHICH MAY BE UNDERTAKEN AT
CONTRACTOR'S SOLE AND COMPLETE DISCRETION) SHALL BE DEEMED A TERMINATION OF
THIS ADDENDUM (AND ANY RELATED MAINTENANCE) AND SHALL BE CITY'S SOLE AND
EXCLUSIVE REMEDY FOR REJECTION OF THE PRODUCT(S) AND NEITHER PARTY SHALL HAVE
ANY FUTURE OBLIGATIONS OR LIABILITY HEREUNDER WITH RESPECT TO SUCH PRODUCT(S).
THIRD PARTY INTELLECTUAL PROPERTY PAYMENTS SHALL NOT BE REFUNDABLE IN FULL OR
IN PART.
7.04 Information/Disclaimer of Warranties with Respect to Data and Information Provided by
Third Parties.
Some information transmittable or accessible through any Product Unif may have been
obtained Through sources believed fo be reliable (such as various Internet providers, real-time
data provided by GPS systems or medical devices or other third party information sources).
CITY agrees that CONTRACTOR shall not have any liability whatsoever for the accuracy,
completeness, timeliness or correct sequencing of the information, or for any decision made or
action taken by the CITY in reliance upon such information or the Product. CITY further agrees
that CONTRACTOR shall have no liability whatsoever for the transmission, non-transmission or
partial transmission of data through third-party data systems and that such transmission shall be
undertaken at C/TY's sole risk, cost and expense.
CONTRACTOR and its third party suppliers do not warrant fo the CITY that any Product
will meet CITY's requirements or that access to the Product, or the operation of the Product, will
be uninterrupted, error-free, that all errors will be timely corrected by third party's providing of
information, or that the data and/or reports generated by the Product will be accurate in the
event that third party information providers have provided inaccurate information.
7.05 DISCLAIMER. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN
THIS ADDENDUM AND THEIR OWN WILLFUL MISCONDUCT, CONTRACTOR DOES NOT MAKE
~. ANY WARRANTIES EXPRESS, IMPLIED, STATUTORY OR IN ANY COMMUNICATION WITH CITY
WITH RESPECT TO THE LICENSED SOFTWARE, ANY SERVICES OR ANY PRODUCT, AND
CONTRACTOR EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATIVE OF CONTRACTOR SHALL HAVE
THE RIGHT TO MAKE WARRANTIES ON CONTRACTOR'S BEHALF UNLESS THOSE WARRANTIES
ARE IN WRITING AND EXECUTED BY A DULY AUTHORIZED OFFICER OF CONTRACTOR. EXCEPT
Exhibit C • Page 7 of 8
WITH RESPECT TO THEIR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY OR ITS
SUPPLIERS HAVE ANY LIABILITY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA OR COSTS
OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, ARISING IN ANY
WAY OUT OF THIS ADDENDUM UNDER ANY CAUSE OF ACTION, WHETHER OR NOT
CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF
ANY LIMITED REMEDY. THIS SECTION DOES NOT LIMIT LIABILITY FOR BODILY INJURY OF A
PERSON.
Exhibit C Page 8 of 8
Schedule 2.01
Third-Party Intellectual Properfy Royalty Paymenfs
In addition to the other compensation required under this Addendum, Third-Party
Intellectual Property Payments shall be made as follows:
Licensing/Royalty agreement to be executed between CITY and the manufacturer of the CITY's
defibrillating equipment when the manufacturer has cleared the TripTix® Mobile System
equipment for direct interface between their equipment and the CONTRACTOR provided data
devices.
AND NO OTHER
SERVICE AGREEMENT- SCHEDULE 2.01
Schedule 2.02
Initial Term Early Termination Payments
The Initial Term Early Termination Payments with respect to each Product Unit
are as follows:
Period
Amount
(1) For an Early Termination during the first 12 months from $---0---
the beginning of the Term:
(2) For an Early Termination during the remainder of the $---0---
Term:
SERVICE AGREEMENT- SCHEDULE 2.02 Page 1 of 1