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R2003-0124 09-08-03 RESOLUTION NO. R2003-124 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO ENTER INTO A CONTRACT WITH INTERMEDIX, INC., FOR E.M.S. BILLING SERVICES. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain contract by and between the City of Pearland and Intermedix, Inc., a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a contract with Intermedix, Inc., for E.M.S. billing services. PASSED, APPROVED and ADOPTED this the 8th dayof Se0tember , A.D., 2003. TOM REID MAYOR ATTEST: APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY Exhibit "A" Resolution No. R2003-124 SERVICE AGREEMENT This Agreement entered into by ~d between Intermedix, Inc., a Texas corporation with offices at 16225 Park Ten Place Drive, Suite 805, Houston, Texas 77084 (hereinafter referred to as "Intermedix"), and the City of Pearland, with offices at 3519 Liberty Drive, pearland, Texas 77581 (hereinafter referred to as "CITY"), is as follows: Recitals Intermedix is a corporation in the business of (i) billing and collecting for ambulance services provided by emergency medical service organizations and (ii) providing training and other services to emergency medical service organizations. CITY, among other things, is in the business of providing emergency medical and ambulance services. In consideration of the mutual promises herein contained, the parties hereto agree as follows: Article One Term and Termination 1.01 The term of this Agreement shall be for a period of three (3) years. 1.02 This Agreement may be terminated by either party, without cause, upon ninety (90) days advance written notice to the other party. 1.03 During the initial one-hundred twenty (120) days from the effective date of this contract, either party may, without cause, terminate this agreement with thirty (30) days advance written notice to the other party. 1.04 This Agreement may be terminated by a party if the other party is in default under the terms and conditions of this Agreement and the default is not cured within sixty (60) days of receipt of written notice specifying the default is received by the defaulting party. 1.05 Upon termination by either party, Intermedix shall be entitled to receive compensation for all accounts billed by Intermedix prior to the effective date of the termination. 1.06 Upon termination, for whatever cause, Intermedix will return all original medical records to CITY and may, at Intermedix's sole election, provide to CITY a digital copy on a CD-ROM of all paper records related to CITY. Article Two Billing Services 2.01 Intermedix shall be exclusively responsible for the billing and collection of all charges and fees relating to emergency medical responses, patient encounters and/or ambulance transportation services provided by CITY, including but not limited to Medicare, Medicaid, and other governmental programs. 2.02 Charges for services rendered by CITY shall be determined by either a rate card supplied to Intermedix by CITY atthe time of execution of this Agreement, or, in the event that CITY does not supply a rate card, the charges will be d'etermined by Intermedix. In the event that Intermedix sets the charges for services rendered, it will use..~ts best efforts to determine and use standard pricing and CITY shall be deemed to have accepted and agri~ed to the charges established by Intermedix. 2.03 Intermedix may, at its sole option, ent..er into a payment arrangement if the payment is for the full amount of a bill and the length of the payments does not exceed twelve (12) months. Any other offers for extended payments will be forwarded to CITY for its decision. 2.04 Intermedix may accept payments at any location designated by it and may accept payments in the name of Intermedix or CITY. 2.05 Intermedix may, at its sole option, compromise and settle an account, if an insurance company offers at least seventy percent (70%) of the total amount billed with a stipulation that the insured not be billed for the balance. Any other offers of settlement and compromise will be forwarded to CITY for its decision. 2.06 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 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 addition, Intermedix may terminate or suspend collection efforts in the event that CITY has supplied Intermedix with incomplete or inaccurate billing and/or patient information. Article Three Compensation 3.01 For services rendered, Intermedix shall be compensated and paid in accordance with the following schedule: a. Thirteen and eight-tenths percent (13.8%) of the total amount collected on each account. b. An additional one and two-tenths percent (1.2%) of the total amount collected on each account if the demographical data (name, address, phone number, insurance company and policy number, etc.) is not provided or not correct in its entirety. c. An additional one and eight-tenths percent (1.8%) if payment is made by a credit card. d. Intermedix may bill patients or their representatives $40.00 for preparation and release of records, and the total amount billed and collected may be retained by Intermedix for its services rendered. e. If a subpoena or discovery request is issued to CITY for records, such records will be supplied by Intermedix to CITY at no charge. 3.02 Payment in accordance with the schedule set forth in Section 3.01 shall be due and owing to Intermedix by CITY for all accounts regardless of whether payment was made to Intermedix or to CITY. 3.03 No later than the tenth (10th) day of each calendar month, Intermedix shall prepare and forward to CITY a report of the prior calendar month activity. Such report shall list all accounts on which payment has been received, shall include all payments made payable directly to CITY, and shall include a check from Intermedix for all 'payments, less the compensation due to Intermedix as set forth in Section 3.01, made directly to I~termedix. 3.04 CITY shall forward to Intermedix coPies of checks, or other documentation requested by Intermedix, within ten (10) days.of the date of receipt of payment by CITY. 3.05 No later than the tenth (10th) day of each calendar month, CITY shall forward to Intermedix a report listing all payments received by CITY on ~iccounts during the prior month and shall enclose a check payable to Intermedix for the full amount due and owing to Intermedix in accordance with the provisions of Section 3.01. Article Four Records and Reporting 4.01 CITY shall forward all original medical records to Intermedix within ten (10) days of the patient encounter. Such records shall be deemed to be the property of CITY, but Intermedix shall have the right to duplicate and retain copies of the records. 4.02 Any and all requests for copies of medical records should be submitted directly to Intermedix. Either Intermedix or CITY may authorize release of the records. 4.03 Intermedix will be responsible for reporting all required information regarding patient encounters and trauma to the Texas Department of Health. Article Six Data Management 6.01 Intermedix 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 and training records. It shall be the responsibility of CITY to provide its own necessary computer equipment and computer communication equipment capable of connecting to the internet and accessing Intermedix's intemet server (hereinafter referred to as "Web Access System"). At the present time, the minimum computer equipment needed to access Web Access System is a Pentium PC with monitor, 16 megabytes of RAM, Windows 95, Microsoft Internet Explorer 5.0, Adobe Acrobat 5.0, enough hard disk space to support the aforementioned software, a means to connect to the internet, whether via DSL, Modem, ISDN, T1, T3, and an intemet service provider. Any future technical upgrades required shall be installed or provided by CITY at its sole cost and expense. 6.02 Upon written reqUest of CITY, Intermedix will provide an annual on site training class on the use of the Web Access System. 6.03 Access to data in the Web Access System regarding CITY shall be limited to the employees, representatives, and agents of Intermedix and the authorized personnel of CITY. A completed and signed access form for each of CITY'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 CITY personnel or other breaches beyond the reasonable control of Intermedix. 6.04 Intermedix will keep records of all continuing education and classroom hours of all CITY personnel provided that CITY.'furnishes the followin, g, with respect to each person, to Intermedix: a. Copies of all course comp!~tion certificates for courses offered outside of Intermedix sponsored training, including but not limited to continuing education courses taken on-line or via correspondence; and ~ b. For each member or employee'who will provide patient care; full name, home address, telephone number, date of birth, social Security number, copies of their CITY certification and photograph. The requested information and data set forth in this section will not be released to any third party and will not be returned to CITY. Intermedix shall not be obligated to keep retroactive records of training completed by personnel of CITY, but may elect to do so for some personnel. 6.05 Intermedix may, at its sole option, produce and send a patient comment survey for each patient encounter. Each survey response received by Interr~.edix will be made available via Web Access System within thirty (30) days of receipt. 6.06 Intermedix will review individual patient encounter documents and make recommendations, if any, for improvement. By way of example, such recommendations may include spelling and grammatical comments, adequacy of documentation for local, state and federal requirements, adequacy of documentation for billing requirements, and compliance with the protocols and standard operating procedures of CITY. Although Intermedix will attempt to identify all errors and omissions, it will not be responsible for inadequately evaluating a patient record. The final responsibility for reviewing each run record for accuracy, adequacy, mistakes, treatment errors, etc. lies with CITY and the medical director of CITY. All quality control information, comments and suggestions will be made available to CITY via Web Access System. 6.07 Intermedix will electronically compile and release, at least weekly, statistical data reports regarding CITY. Such information will be available via Web Access System. 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 CITY. Article Seven Training and Support Services 7.01 Intermedix will provide CITY with twelve (12) training classes per year. Each training class will be three (3) hours in length. At least sixty five percent (65%) of the classes will be taught by an MD, DO, JD, PharmD, or RPH. ' 7.02 The date, time, location, and subject of any class will be determined solely by Intermedix. CITY will receive at least two weeks prior notice of any class. 7.03 Unless otherwise specified by Intermedix, all classes will be held at CITY's facilities. 7.04 Training will only be provided to personnel of CITY or other organizations having a contractual relationship with Intermedix unless written approval from Intermedix is obtained with respect to any third party or parties prior to the class. 7.05 Unless CITY 'is notified in advance and agrees to a proposed fee or charge for a class, all training classes shall be held at the sole cost and expense of Intermedix. 7.06 With respect to a training class, CITY shall provide at its sole cost and expense a training facility with desks, tables, chairs, chalk or marker,board, projection screen with a projector capable of projecting computer generated Microsoft Power Point'Presentations, training equipment (including but not limited to 2 adult/child CPR mannequins with all COmponents necessary for normal operation, 2 infant CPR mannequins with all components necessary for normal operation, an advanced life support mannequin capable of intubation training, an electrocardiogram rhythm generator, and all equipment and supplies stocked on an ambulance as used in day-to-day operations of CITY). CITY agrees to provide and be responsible for and hold Intermedix harmless from the cost and expense of any disposable equipment used or any non-disposable equipment damaged during the training classes. 7.07 Intermedix will provide patients and personnel of CITY with telephone support services during normal business hours (Monday - Friday from 9:00 a.m. to 5:00 p.m.) except on public holidays or other holidays as established by Intermedix. Article Eight Indemnification, Fidelity Bond, and Insurance 8.01 Intermedix shall indemnify and hold harmless CITY from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from Intermedix's performance, but only to the extent caused by the willful misconduct or the negligent acts or omissions of Intermedix. The indemnification provided 'for herein shall not be applicable to any claim of adjustment or request for reimbursement made by an insurance company or any servicing agency for Medicare or Medicaid that may be made as the result of an audit of claims made or governmental regulations or laws, including Intermedix's fees charged, except for any adjustments or claims for reimbursement made as a direct result of Intermedix's error. 8.02 Intermedix shall keep and maintain during the term of this Agreement a fidelity bond with a qualified insurer of no less than $50,000.00. 8.03 Intermedix shall maintain insurance in full force and effect at all times during the term of this Agreement. Insurance maintained by Intermedix must consist of general liability insurance and umbrella insurance, and must be provided by an insurer that has a certificate of authority to transact business in the State of Texas. 8.04 At minimum, Intermedix must maintain a general liability insurance policy with at least a $1,000,000.00 limit of liability and an umbrella insurance policy with at least a $1,000,000.00 limit of liability. 8.05 Intermedix will, upon request, furnish to the City evidence of coverage of the aforementioned insurance policies. Article Nine 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 g0vemmental agency. 9.02 CITY agrees that'the equipment, corfiputer hardware and software, billing and collection processing, and other related systems and equipment are the property and trade secrets of IntermediX, and ~that CITY . will not release any information regarding 'such trade secrets to any third party without the prior written consent of Intermedix. " 9.03 Notwithstanding the foregoing, either party may, without the prior written consent of the other party, disclose the existence of a contractual relationship between the parties. · Article Ten Audit 10.01 During the term of this Agreement, as same may be extended, and for a period of three (3) years thereafter, each party agrees to maintain accurate books and records associated with the billing and collections made the subject of this Agreement. 10.02 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. 10.03 Upon reasonable written notice, either party may audit the books and records of the 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 at the sole cost and expense of the party conducting the audit. 10.04 If an audit reveals that a party has failed to pay any amount or portion of any amount due or payable under this Agreement, the party being audited shall pay to the auditing party the full amount due or payable plus interest at the rate of ten percent (10%) per annum from the date(s) of nonpayment. Article Eleven Relationship 11.01 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. Article Twelve Protected Health Information 12.01 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. 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 prac¢cable, any harmful effect that is known to Intermedix of a use or d~sclosure of PHI by Intermedlx ~n wolat~on of th~s Agreement; d. RePort'to CITY 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 CITY and to the individual who has a right of access as required under HIPAA within 30 days of the request by CITY on 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 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 CITY's compliance with HIPAA. 12.02 The specific uses and disclosures of PHI that may be made by Intermedix on behalf of CITY include: 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 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 PHI as permitted by HIPAA privacy rule. Article Thirteen Miscellaneous 13.01 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. 13.02 The parties agree that each provision of this Agreement shall be construed as separable and divisible from every.other provision and that the enforceability of any one provision shall not limit the enforceability, in Whole or in part, of any' other provision hereof. In the event that a court of competent jurisdiction determines that any term or prpvision 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 provisi6n were not a part her. eof. t3.03 This Agreement 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. 13.04 This contract is performable in Harris County, Texas, and the venue for any disputes or causes of action that may arise out of this Agreement is in Harris County, Texas. 13.05 The headings of this Agreement are for ease of reference only and are not intended to limit or restrict the terms hereof. 13.06 This Agreement is binding upon the heirs, legal representatives, successors and assigns of the parties hereto. 13.07 Intermedix shall comply with all applicable laws, orders, rules, or regulations of all governmental agencies bearing on its performance hereunder. If so requested by CITY, Intermedix shall submit appropriate evidence of such compliance. EXECUTED on the ~'/'t~ day of ~)~_tTJ~l~JltPl, 2003, and effective as Of the ~CJo day of 2003. Intermedi3.~I*~. ~emy Matt~, President City of Pearland t ~ _ by: ~" Printed Name: Bil 1 Eisen, City Manager MEMORANDUM To: Steve Chapman, Fire Marshal/EMC From: Joyce Hawkins, Office Coordinator Date: August 6, 2003 Re: EMS Bi/ling The following stats are for the period of January 1, 2001 - December 31, 2001 Charges: Amount Credited: $687,107.96 $390,914.55 The following stats are for the period of January 1, 2002 - December 31, 2002 Charges: Amount Credited: $771,636.72 $430,139.05 The following stats are for the period of January 1, 2003 -July 31, 2003 Charges: Amount Credited: $490,091.86 $168,523.63 Memorandum To: Steve Chapman From. Joyce Hawkins Date: 8/7/2003 Re: Intermedix, Inc Service Proposal I spoke with five clients of Intermedix, Inc. and received nothing but good reports from them. The list of clients and comments are below. Westlake Fire Department: Westlake has used Intermedix since September 18, 2002. Chief Palmer indicated collection rates had exceeded their expectations, with a collection rate at 84% as opposed to 70% from their previous billing service. Chief Palmer indicated there have been no problems or complaints. The quality of continuing education has been outstanding. The trainers are knowledgeable and approachable for questions. Intermedix provided a better total package than their previous billing company: no lag time in processing claims, phone calls answered in a timely manner, easy access to statistical reports and run sheets, and appeals handled and resolved in favor of Westlake. Clear Lake Emergency Medical: Clear Lake has used Intermedix since April 10, 2003. Bob Squires mdicated their previous service company billed $1.3 million and collected $500,000.00 for 2002. Intermedix has billed $1 million since April and $163,340.00 was collected for July. Intermidix is on schedule to bill 40% more in 2003. Mr. Squires indicated there have been no problems regarding billing or complaints from patients. The training provided by physicians has been excellent. A low collection rate the ability to access data in a timely manner, pertinent demographic information, timely billing, and trauma registry reporting were factors that influenced Clear Lake to switch their billing to Intermedix. Village Fire Department. Village has been with Intermedix since January 18, 2003, but indicated it was too soon to make a determination regarding its collection percentage. There have been no billing problems or patient complaints. Village indicated Dr. Mattern had provided excellent training to its staff. HIPAA training, ease of accessing patient information on-line, and compatible software led Village to choose Intermedix as its new billing provider. Alvin EMS: Alvin has been with Intermedix since July 2003. Alvin was not able to provide statistical information on billing and collections at this time. Alvin did give several reasons for changing billing providers: patient data accessible on-line, less time to complete on-line run reports, ease of access to crew stats, continuing education, and a cooperative staff contributed to a change in billing services. 1 August 7, 2003 Bellaire EMS: Bellaire has been with Intermedix approximately 2 weeks. Dean Crane indicated a delay in reimbursement from its previous provider, an accessible staff, trauma registry reporting timeliness of completing on-line run sheets by EMS personnel, and the faxing of run sheets to hospitals in a timely manner led Bellaire to Intermedix. 2 IV.E 1VIEO Inter media, Inc, Bill Eisen, City Manager City of Pearland 3519 Liberty Drive Pearland, Texas 77581 x i June 27, 2003 Dear Mr. Eisen, Thank you for giving us the opportunity to present our corporation and services. As mentioned in our presentation, we have no competitors nationwide that offer the same scope or quality of services that we provide. The following offer will remain valid for a contract effective date on or before August 27, 2003: • E.M.S. Billing Services • Base Rate - Valid Patient Demographics • Base Rate - Invalid / No Patient Demographics • Credit Card Transactions • Denied Claim Appeals • Setup Fees / Expenses • Training Classes (12 classes/year) • TDH Trauma Registry Reporting • Document Management • On -Line Medical Records Access • On -Line Billing Records Access • On -Line Patient Statistics Access • Patient Satisfaction Surveys • Medical Record Pickup (Monday/Thursday) 13.8% 15% 1.8% additional NO CHARGE NO CHARGE FREE FREE FREE FREE FREE FREE FREE FREE All accounts received by us are billed promptly, usually within 48 hours of receipt. A copy of our standard services agreement has been attached. If you have any further questions, please contact me via email or call my office at the telephone number referenced below. Respecfully yours, 9417031S4L3 ry& Jeremy Mattern, M.D. President & Chief Executive Officer Physical Address 16225 Park Ten Place Drive, Suite 805 Houston, Texas 77084-5152 (866) 398-8999 (866) 724-5995 Fax www.intermedix.org Mailing Address PO Box 940249 Houston, Texas 77094-7249 C IMITEIRMIEEI X Bill Eisen, City Manager City of Pearland 3519 Liberty Drive Pearland, Texas 77581 June 27, 2003 Dear Mr. Eisen, Thank you for giving us the opportunity to present our corporation and services. As mentioned in our presentation, we have no competitors nationwide that offer the same scope or quality of services that we provide. The following offer will remain valid for a contract effective date on or before August 27, 2003: • E.M.S. Billing Services • Base Rate - Valid Patient Demographics • Base Rate - Invalid / No Patient Demographics • Credit Card Transactions • Denied Claim Appeals • Setup Fees / Expenses 13.8 % 15% 1 8% additional N O CHARGE N O CHARGE • Training Classes (12 classes/year) FREE • TDH Trauma Registry Reporting FREE • Document Management FREE • On -Line Medical Records Access FREE • On -Line Billing Records Access FREE • On -Line Patient Statistics Access FREE • Patient Satisfaction Surveys FREE • Medical Record Pickup (Monday/Thursday) FREE All accounts received by us are billed promptly, usually within 48 hours of receipt. A copy of our standard services agreement has been attached. If you have any further questions, please contact me via email or call my office at the telephone number referenced below. Respecfully yours, 9nt-t-t-? Jeremy Mattern, M.D. President & Chief Executive Officer Physical Address 16225 Park Ten Place Drive, Suite 805 Houston, Texas 77084-5152 (866) 398-8999 (866) 724-5995 Fax www.intermedix.org Mailing Address PO Box 940249 Houston, Texas 77094-7249 SERVICE AGREEMENT This Agreement entered into by and between Intermedix, Inc. a Texas corporation with offices at 16225 Park Ten Place Drive, Suite 805 Houston, Texas 77084 (hereinafter referred to as "Intermedix"), and the City of Pearland, with offices at 3519 Liberty Drive, Pearland, Texas 77581 (hereinafter referred to as "CITY"), is as follows: Recitals Intermedix is a corporation in the business of (i) billing and collecting for ambulance services provided by emergency medical service organizations and (ii) providing training and other services to emergency medical service organizations. CITY, among other things, is in the business of providing emergency medical and ambulance services. In consideration of the mutual promises herein contained, the parties hereto agree as follows: Article One Term and Termination 1.01 The term of this Agreement shall be for a period of three (3) years. 1.02 This Agreement may be terminated by either party, without cause, upon ninety (90) days advance written notice to the other party. 1.03 During the initial one -hundred twenty (120) days from the effective date of this contract, either party may, without cause, terminate this agreement with thirty (30) days advance written notice to the other party. 1.04 This Agreement may be terminated by a party if the other party is in default under the terms and conditions of this Agreement and the default is not cured within sixty (60) days of receipt of written notice specifying the default is received by the defaulting party. 1.05 Upon termination by either party, Intermedix shall be entitled to receive compensation for all accounts billed by Intermedix prior to the effective date of the termination. 1.06 Upon termination, for whatever cause, Intermedix will return all original medical records to CITY and may, at Intermedix's sole election, provide to CITY a digital copy on a CD-ROM of all paper records related to CITY. Article Two Billing Services 2.01 Intermedix shall be exclusively responsible for the billing and collection of all charges and fees relating to emergency medical responses, patient encounters and/or ambulance transportation services provided by CITY, including but not limited to Medicare, Medicaid, and other governmental programs. 2.02 Charges for services rendered by CITY shall be determined by either a rate card supplied to Intermedix by CITY at the time of execution of this Agreement, or in the event that CITY does not supply a rate card, the charges will be determined by Intermedix. In the event that Intermedix sets the charges for services rendered, it will use its best efforts to determine and use standard pricing and CITY shall be deemed to have accepted and agreed to the charges established by Intermedix. 2.03 Intermedix may, at its sole option, enter into a payment arrangement if the payment is for the full amount of a bill and the length of the payments does not exceed twelve (12) months Any other offers for extended payments will be forwarded to CITY for its decision. 2.04 Intermedix may accept payments at any location designated by it and may accept payments in the name of Intermedix or CITY. 2.05 Intermedix may, at its sole option, compromise and settle an account, if an insurance company offers at least seventy percent (70%) of the total amount billed with a stipulation that the insured not be billed for the balance. Any other offers of settlement and compromise will be forwarded to CITY for its decision 2.06 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 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 addition Intermedix may terminate or suspend collection efforts in the event that CITY has supplied Intermedix with incomplete or inaccurate billing and/or patient information. Article Three Compensation 3.01 For services rendered, Intermedix shall be compensated and paid in accordance with the following schedule: a. Thirteen and eight -tenths percent (13.8%) of the total amount collected on each account. b An additional one and two -tenths percent (1.2%) of the total amount collected on each account if the demographical data (name, address, phone number, insurance company and policy number, etc.) is not provided or not correct in its entirety. c. An additional one and eight -tenths percent (1.8%) if payment is made by a credit card. d. Intermedix may bill patients or their representatives $40.00 for preparation and release of records, and the total amount billed and collected may be retained by Intermedix for its services rendered. e. If a subpoena or discovery request is issued to CITY for records, such records will be supplied by Intermedix to CITY at no charge. 3.02 Payment in accordance with the schedule set forth in Section 3.01 shall be due and owing to Intermedix by CITY for all accounts regardless of whether payment was made to Intermedix or to CITY 3.03 No later than the tenth (10th) day of each calendar month, Intermedix shall prepare and forward to CITY a report of the prior calendar month activity. Such report shall list all accounts on which payment has been received shall include all payments made payable directly to CITY, and shall include a check from Intermedix for all payments, less the compensation due to Intermedix as set forth in Section 3.01, made directly to Intermedix. 3.04 CITY shall forward to Intermedix copies of checks, or other documentation requested by Intermedix, within ten (10) days of the date of receipt of payment by CITY. 3.05 No later than the tenth (loth) day of each calendar month, CITY shall forward to Intermedix a report listing all payments received by CITY on accounts during the prior month and shall enclose a check payable to Intermedix for the full amount due and owing to Intermedix in accordance with the provisions of Section 3.01. Article Four Records and Reporting 4.01 CITY shall forward all original medical records to Intermedix within ten (10) days of the patient encounter. Such records shall be deemed to be the property of CITY, but Intermedix shall have the right to duplicate and retain copies of the records. 4.02 Any and all requests for copies of medical records should be submitted directly to Intermedix. Either Intermedix or CITY may authorize release of the records. 4.03 Intermedix will be responsible for reporting all required information regarding patient encounters and trauma to the Texas Department of Health. Article Six Data Management 6.01 Intermedix 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 and training records. It shall be the responsibility of CITY 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"). At the present time, the minimum computer equipment needed to access Web Access System is a Pentium PC with monitor, 16 megabytes of RAM, Windows 95, Microsoft Internet Explorer 5.0, Adobe Acrobat 5.0, enough hard disk space to support the aforementioned software, a means to connect to the internet whether via DSL, Modem, ISDN, Ti T3, and an internet service provider Any future technical upgrades required shall be installed or provided by CITY at its sole cost and expense. 6.02 Upon written request of CITY, Intermedix will provide an annual on site training class on the use of the Web Access System 6.03 Access to data in the Web Access System regarding CITY shall be limited to the employees, representatives, and agents of Intermedix and the authorized personnel of CITY. A completed and signed access form for each of CITY'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 CITY personnel or other breaches beyond the reasonable control of Intermedix. 6.04 Intermedix will keep records of all continuing education and classroom hours of all CITY personnel provided that CITY furnishes the following, with respect to each person, to Intermedix: a. Copies of all course completion certificates for courses offered outside of Intermedix sponsored training, including but not limited to continuing education courses taken on-line or via correspondence and b. For each member or employee who will provide patient care; full name, home address, telephone number, date of birth, social security number, copies of their CITY certification and photograph. The requested information and data set forth in this section will not be released to any third party and will not be returned to CITY. Intermedix shall not be obligated to keep retroactive records of training completed by personnel of CITY, but may elect to do so for some personnel 6.05 Intermedix may, at its sole option, produce and send a patient comment survey for each patient encounter. Each survey response received by Intermedix will be made available via Web Access System within thirty (30) days of receipt. 6.06 Intermedix will review individual patient encounter documents and make recommendations, if any, for improvement. By way of example such recommendations may include spelling and grammatical comments, adequacy of documentation for local, state and federal requirements, adequacy of documentation for billing requirements, and compliance with the protocols and standard operating procedures of CITY. Although Intermedix will attempt to identify all errors and omissions, it will not be responsible for inadequately evaluating a patient record. The final responsibility for reviewing each run record for accuracy adequacy, mistakes, treatment errors, etc. lies with CITY and the medical director of CITY All quality control information, comments and suggestions will be made available to CITY via Web Access System 6.07 Intermedix will electronically compile and release, at least weekly, statistical data reports regarding CITY. Such information will be available via Web Access System 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 CITY. Article Seven Training and Support Services 7.01 Intermedix will provide CITY with twelve (12) training classes per year Each training class with be three (3) hours in length. Sixty five percent (65%) of the classes will be taught by an MD, DO JD, PharmD or RPH. 7.02 The date, time, location, and subject of any class will be determined solely by Intermedix. CITY will receive at least two weeks prior notice of any class. 7.03 Unless otherwise specified by Intermedix, all classes will be held at CITY's facilities. 7.04 Training will only be provided to personnel of CITY or other organizations having a contractual relationship with Intermedix unless written approval from Intermedix is obtained with respect to any third party or parties prior to the class. 7.05 Unless CITY is notified in advance and agrees to a proposed fee or charge for a class, all training classes shall be held at the sole cost and expense of Intermedix. 7.06 With respect to a training class, CITY shall provide at its sole cost and expense a training facility with desks, tables, chairs, chalk or marker board, projection screen with a projector capable of projecting computer generated Microsoft Power Point Presentations, training equipment (including but not limited to 2 adult/child CPR mannequins with all components necessary for normal operation, 2 infant CPR mannequins with all components necessary for normal operation, an advanced life support mannequin capable of intubation training, an electrocardiogram rhythm generator, and all equipment and supplies stocked on an ambulance as used in day-to-day operations of CITY). CITY agrees to provide and be responsible for and hold Intermedix harmless from the cost and expense of any disposable equipment used or any non -disposable equipment damaged during the training classes. 7.07 Intermedix will provide patients and personnel of CITY with telephone support services during normal business hours (Monday - Friday from 9.00 a m. to 5 00 p.m.) except on public holidays or other holidays as established by Intermedix. Article Eight Indemnification and Fidelity Bond 8.01 Intermedix shall indemnify and hold harmless CITY from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from Intermedix's performance, but only to the extent caused by the willful misconduct or the negligent acts or omissions of Intermedix The indemnification provided for herein shall not be applicable to any claim of adjustment or request for reimbursement made by an insurance company or any servicing agency for Medicare or Medicaid that may be made as the result of an audit of claims made or governmental regulations or laws, including Intermedix's fees charged, except for any adjustments or claims for reimbursement made as a direct result of Intermedix's error. 8.02 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. Article Nine 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. 9.02 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 Intermedix and that CITY will not release any information regarding such trade secrets to any third party without the prior written consent of Intermedix. 9.03 Notwithstanding the foregoing, either party may without the prior written consent of the other party, disclose the existence of a contractual relationship between the parties. Article Ten Audit 10.01 During the term of this Agreement, as same may be extended, and for a period of three (3) years thereafter, each party agrees to maintain accurate books and records associated with the billing and collections made the subject of this Agreement. 10.02 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 10.03 Upon reasonable written notice, either party may audit the books and records of the 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 at the sole cost and expense of the party conducting the audit. 10.04 If an audit reveals that a party has failed to pay any amount or portion of any amount due or payable under. this Agreement, the party being audited shall pay to the auditing party the full amount due or payable plus interest at the rate of ten percent (10%) per annum from the date(s) of nonpayment. Article Eleven Relationship 11.01 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. Article Twelve Protected Health Information 12.01 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. 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 CITY 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 CITY and to the individual who has a right of access as required under HIPAA within 30 days of the request by CITY on 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 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 CITY's compliance with HIPAA. 12.02 The specific uses and disclosures of PHI that may be made by Intermedix on behalf of CITY include: 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 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 PHI as permitted by HIPAA privacy rule. Article Thirteen Miscellaneous 13.01 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. 13.02 The parties agree that each provision of this Agreement shall be construed as separable and divisible from every other provision and that the enforceability of any one provision shall not limit the enforceability, in whole or in part, of any other provision hereof. In the event that a court of competent jurisdiction determines that any term or provision herein shall be invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, and shall be interpreted as if the invalid term or provision were not a part hereof. 13.03 This Agreement 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. 13.04 This contract is performable in Harris County, Texas, and the venue for any disputes or causes of action that may arise out of this Agreement is in Harris County, Texas. 13.05 The headings of this Agreement are for ease of reference only and are not intended to limit or restrict the terms hereof. 13.06 This Agreement is binding upon the heirs, legal representatives, successors and assigns of the parties hereto. 13.07 Intermedix shall comply with all applicable laws, orders, rules, or regulations of all governmental agencies bearing on its performance hereunder. If so requested by CITY, Intermedix shall submit appropriate evidence of such compliance. EXECUTED on the day of , 2003, and effective as of the day of , 2003. Intermedix, Inc by: Jeremy Mattern, President City of Pearland by: Printed Name.