HomeMy WebLinkAboutRes 06-14 Authorizing a Service Agreement with IntermedixTOWN OF WESTLAKE
RESOLUTION NO. 06-14
A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE,
TEXAS, AUTHORIZING THE TOWN MANAGER TO ENTER INTO A SERVICE
AGREEMENT WITH INTERMEDIX, INC., FOR THE PURPOSE OF ADMINISTRATION
AND COLLECTION OF ACCOUNTS RECEIVABLES AND OTHER RELATED
SERVICES FOR THE TOWN OF WESTLAKE'S EMERGENCY MEDICAL SERVICES.
WHEREAS, Intermedix, Inc., is a Texas corporation and is in the business of
administration and collection of accounts receivables for Emergency Medical Services; and,
WHEREAS, the Board of Aldermen of the Town of Westlake desires to secure the services
of Intermedix, Inc., for the purpose of providing the Town of Westlake with Emergency Medical
Services billing, collection, reporting, incident report documentation management and writing, and
other related services.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE
TOWN OF WESTLAKE, TEXAS:
SECTION 1: The Board of Aldermen of the Town of Westlake hereby authorizes the Town
Manager to enter into a Service Agreement with Intermedix, Inc., abiding by the guidelines
established by the agreement, attached as Exhibit A.
SECTION 2: This agreement shall take effect following the required notification of
termination of services to the previous provider and upon execution by signatories.
SECTION 3: This agreement shall be in effect from the date of execution until terminated
by any parry to this agreement by written notice to the other parties stating the date of such
termination; with a minimum of 90 day written notice.
PASSED AND APPROVED ON THIS 10" DAY OF APRIL, 2006.
ATTEST: ScottBrad eyl , Mayor
can Dwinnell, Town Secretary Trent O. Petty, Town Manager
APPROVED AS TO FORM:
L ton o n Attorney
Exhibit "A"
Additional Agreement Regarding
Protected Health Information
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 Provider any use or disclosure of PHI not provided for by this Agreement of which
Intermedix becomes aware;
e. Ensure that agents or subcontractors to whom Intermedix provides PHI, or who have access to
PHI, agree to the same restrictions and conditions that apply to Intermedix with respect to such PHI;
f. Make PHI available to Provider and to the individual who has a right of access as required
under HIPAA within 30 days of the request by Provider on the individual;
g. Incorporate any amendments to PHI when notified to do so by Provider;
h. Provide an accounting of all uses or disclosures of PHI made by Intermedix as required under
the HIPAA privacy rule within 60 days; and
i. Make its internal practices, books and records relating to the use and disclosure of PHI
available to the Secretary of the Department of Health and Human Services for purposes of determining
Intermedix's and Provider's compliance with HIPAA.
12.02 The specific uses and disclosures of PHI that may be made by Intermedix on behalf of
Provider include:
a. The preparation of invoices to patients, carriers, insurers and others responsible for payment or
reimbursement of the services provided by Provider to its patients;
b. Preparation of reminder notices and documents pertaining to collections of overdue accounts;
c. The submission of supporting documentation to carriers, insurers and other payers to
substantiate the health care services provided by Provider to its patients or to appeal denials of payments
for same;
d. The preparation and release of medical records to patients or their legal representatives as
permitted by HIPPA privacy rule;
e. Uses required for the proper management of Intermedix as a business associate; and
I. Other uses or disclosures of PHI as permitted by HIPAA privacy rule.
This Service Agreement ("Agreement") is 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 provider of emergency medical and/or ambulance transportation
services as identified and with the address as set out on the signature page hereto ("Provider"). This
Agreement shall be effective as of the date the last party to this Agreement executes it (the "Effective
Date").
WHEREAS, Intermedix is a service company in the business of providing billing, statistical data
and related services to its clients; and
WHEREAS, Provider, among other things, provides emergency medical and ambulance services;
and
WHEREAS, Intermedix and Provider, have determined that it is in their mutual best interests to
enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties
hereto agree as follows:
Article I
Engagement; Term of Engagement
Section 1.01 Provider Engages Intermedix. Provider hereby agrees to engage Intermedix (and
Intermedix consents to be so engaged) as its sole and exclusive agent for billing and collection activities
during the Term (as such term is hereinafter defined) with respect to the collection of all charges and fees
relating to emergency medical responses, patient encounters by Provider's EMT (or similar) personnel
and/or ambulance or aeromedical ambulance transportation services provided by Provider (collectively,
the "Covered Services").
Section 1.02 Provider Agrees to Pay Compensation as Set out in ,Section 2.01. In consideration
for Intermedix's agreement to be engaged by Provider and in further consideration of the considerable
time, expense and effort undertaken by Intermedix in connection with its engagement by Provider
(including, without limitation, as appropriate, hiring additional personnel, obtaining additional licenses
for intellectual property and acquiring additional technology), Provider agrees to (a) pay Intermedix
pursuant to the provisions of Section 2.01 and (b) provide the minimum notices for termination as set
forth herein.
Section 1.03 Exclusivity of Relationship. Provider understands and agrees that Intermedix would
only offer its services to Provider on the terms and conditions under this Agreement if it were guaranteed
that it were the only provider of billing service for the Covered Services or were paid as if it had billed all
of the Covered Services. Thus, Provider agrees that it will be obligated to pay Intermedix as if Intermedix
had billed for any Covered Services during the Term whether or not Provider determines to collect for the
provision of the Covered Services in some other way.
Section 1.04 Initial Term and Extensions. The initial term of this Agreement shall be for a
period of four years, unless either party terminates it earlier pursuant to the terms and provisions hereof
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(the "Initial Term"). The Agreement shall continue for additional one-year periods following the Initial
Term (the Initial Term, together with each such one-year period being, collectively, the "Term") if neither
party to this Agreement provides 30 -days advance, written notice of termination to the other prior to the
end of the Term.
Compensation
Section 2.01 Rates of Compensation. In consideration of Intermedix's services rendered during
the Term, as such term is defined below), Intermedix shall be compensated and paid in accordance with
the following schedule:
(a) 12.0% of the total amount collected on each account.
(b) An additional 1.8% if payment is made by a credit card.
Section 2.02 Invoicing. Intermedix shall provide a monthly invoice to Provider by the first
business day of each month for (a) amounts due for services rendered and collections received in the
previous month, (b) additional amounts due and owing, and (c) all previously invoiced and uncollected
amounts.
Section 2.03 Payment of Invoices. Provider agrees that it will pay each invoice within 10 days of
receipt, subject to the provisions of Section 2.04 hereof.
Section 2.04 Disputes Regarding Invoiced Amounts. Provider agrees that it has 10 days from the
receipt of each invoice to dispute the amounts set forth on such invoice. To dispute any invoice amount,
Provider will provide Intermedix notice of the amount disputed, together with information sufficient for
Intermedix to make a determination of the validity of the dispute. Without the provision of such
information, Provider and Intermedix agree that Provider will not have disputed the invoiced amount.
After each 10 -day period with respect to each invoice, the amounts set forth as due and owing under such
invoice shall be deemed to be valid and the amounts owing for such invoices will not be disputable in any
way.
Section 2.05 Past -Due Amounts. Provider agrees that, it shall pay 8% interest on all past due
amounts that are no longer subject to dispute pursuant to Section 2.04, together with costs of collection,
including attorneys fees.
Section 2.06 Information Regarding Provider -Collected Accounts. No later than the 10th day of
each calendar month, Provider shall forward to Intermedix a report listing all payments received by
Provider on accounts during the prior month
Section 2.07 Payment for all Collections. Except as otherwise provided in this Agreement, in
connection with the Intermedix's status as Provider's exclusive billing agent, Intermedix shall be entitled
to receive compensation pursuant to the provisions of Section 2.01 for all accounts relating to patient
encounters occurring during the Term, whether or not they are billed by Intermedix and whether or not
they are collected during the Term.
Section 2.08 Direct Payments to Provider. Provider agrees that it will forward to Intermedix
copies of checks, or other documentation requested by Intermedix relating to the subject matter of this
Agreement, within 10 days of the date of receipt of those payments.
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Bate Schedule; Collection Efforts
Section 3.01 Charges for Services Rendered. Provider instructs Intermedix to utilize the
attached rate schedule. Unless otherwise advised in writing, Provider authorizes Intermedix to adjust
rates on the attached rate schedule by the Ambulance Inflation Factor (AIF) as published by the Centers
for Medicare & Medicaid Services (CMS) annually. Provider acknowledges that this adjustment will take
effect the first day of January after the annual AIF is published by CMS.
Notwithstanding the foregoing, Provider and Intermedix agree that Provider may change any rate
specified on the attached schedule from time to time and at any time upon 30 days written notice to
Intermedix.
Section 3.02 Direction for Submission of Charges. Provider and Intermedix agree that Provider
will be deemed to have directed Intermedix to submit a patient encounter for payment by the appropriate
payer when the record is finalized on Intermedix's computer system and/or otherwise tagged for
submission for payment. At that time, Provider agrees that it will be deemed to have represented and
warranted to Intermedix that (a) all conditions precedent for submission for payment have been satisfied
and (b) that Provider has all other paperwork, information or required forms on hand in its records.
Provider understands and agrees that it is ultimately responsible for the sufficiency and adequacy of its
records when they are submitted for payment.
Section 3.03 Collection of Charges, Co -Payments. Intermedix will attempt to collect all amounts
due and owing Provider. However, Provider, may, at any time, provide alternative instructions with
respect to any account, any payment amount or any arrangement to be made. This Section 3.03 will not
give the Provider the right to give Intermedix instructions with respect to more than 15 accounts at any
time. If Provider makes instructions with respect to more than 15 accounts, Intermedix may, in its sole
and complete discretion, deem Provider to be in material default under this Agreement.
Section 3.04 Alternative Collection Arrangements when Pull Payment Unavailable. Intermedix
will have the right, on Provider's behalf, at its sole option, to enter into an alternative collection
arrangement with respect to any patient encounter if:
(a) The total payments are for at least 80 percent of the amount of the bill and the length of the
payments does not exceed 18 months;
(b) An insurance company offers at least 70% of the total amount billed with a stipulation that the
insured not be billed for the balance; or
(c) Intermedix is able to make any arrangements for the payment of a patient account that provide
a substantially similar economic benefit to Provider, as Intermedix determines in its sole and complete
discretion.
Any other offers for extended payments will be forwarded to Provider for its decision.
Section 3.05 Location for Payments. Intermedix may accept payments at any location designated
by it and may accept payments in the name of Intermedix or Provider.
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Section 3.06 Scope of Collection Efforts. If reasonable efforts have been made to collect an
account and such efforts have not been successful, Intermedix shall have the right to terminate collection
efforts and close the account as an unpaid debt. As used herein "reasonable efforts" shall be defined to
mean at least 120 days of active collection efforts in the ordinary course of business. In addition,
Intermedix may terminate or suspend collection efforts in the event that Provider has supplied Intermedix
with materially incomplete or inaccurate billing and/or patient information. Absent contrary instructions
from Provider with respect to any patient account, the accounts that Intermedix has deemed to be
uncollectible pursuant to this Section 3.06, will be forwarded to a third -party collection agency for further
collection efforts. Intermedix will invoice Provider, and Provider agrees to pay, 33% of collected amounts
on accounts sent by Intermedix to the third -party collection agency.
Section 3.07 Telephone Support. Intermedix will provide patients and personnel of Provider with
telephone support services during normal business hours (Monday - Friday from 9:00 a.m. to 5:00 p.m.)
except on public holidays or other holidays as established by Intermedix.
Article ISI
Medical Records; Reporting to Department of State Health Services
Section 4.01 Medical Records. Provider shall forward all original medical records (or true and
correct copies of them) to Intermedix within 10 days of the patient encounter generating them. Intermedix
will enter such records into its medical system and/or make copies of such records before returning or
destroying them, at Provider's direction, within a reasonable period of Intermedix's receipt.
Section 4.02 Texas Department of State Health Services. Intermedix will be responsible for
reporting all required information regarding patient encounters and trauma to the Texas Department of
State Health Services.
Section 4.03 Provider is Custodian of Records. In connection with the services it provides under
this Agreement, Intermedix maintains extensive copies of Provider's medical records. However,
Intermedix does not maintain copies of all records that Provider Maintains, further, as required by Federal
and State laws, even though Intermedix maintains copies of records provided to it, Provider maintains
primary responsibility for its records and their sufficiency.
Section 4.04 Provision of Copies. From time -to -time, patients or their representatives may
request copies of medical records maintained on the Web Access System (as such term is defined below)
from Provider or Intermedix. Provider agrees that Intermedix may charge for the provision of copies of
medical records maintained on its Web Access System. (Intermedix agrees that Provider will not be
charged for the provision of those records.) The current charge for the gathering and preparation of those
records is $40.00. However, from time to time, legal requirements may require Intermedix to charge more
or less for those services. Information regarding the provision of these records will be available via the
Web Access System.
Article V
Data Management; Data Entry; Additional Records on Web Access System
Section 5.01 Web Access System. Intermedix will grant to Provider electronic access to all
records on file regarding Provider including, but not limited to, medical records, billing records,
correspondence regarding accounts, and records on personnel including credentials. It shall be the
responsibility of Provider to provide its own necessary computer equipment and computer
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communication equipment capable of connecting to the Internet and accessing Intermedix's Internet
server (hereinafter referred to as "Web Access System").
Section 5.02 Twining for Web Access System. Upon written request of Provider, Intermedix will
provide an annual on site training class on the use of the Web Access System.
Section 5.03 Limitation of Access to Web Access System. Access to data in the Web Access
System regarding Provider shall be limited to the employees, representatives, and agents of Intermedix
and the authorized personnel of Provider. A completed and signed access form for each of Provider's
personnel authorized to access Web Access System must be submitted to and approved by Intermedix.
Intermedix shall use its best efforts to maintain the security of the Web Access System, but shall not be
responsible for negligence with respect to password security related to Provider personnel or other
breaches beyond the reasonable control of Intermedix.
Section 5.04 Data Entry Devices. Provider and Intermedix understand and agree that Intermedix
may make available data entry devices (hand-held devices, tablet pc's and/or other data entry devices for
the collection and/or transmission of medical information). Provider understands and acknowledges that
any of the aforementioned data entry devices provided by Intermedix may require an adjustment of the
compensation rate quoted in Section 3.01. Provider and Intermedix agree that the adjusted compensation
rate will be negotiated and incorporated into this service agreement as an addendum at that time. Failure
to reach an adjusted compensation rate for the additional devices will not constitute a breach of this base
service agreement by either party. Further, in connection with the potential provision of such devices,
Provider agrees:
(a) Provider will be responsible for the loss or damage to such devices. Provider agrees to pay (i)
the cost of repairs of any such device provided to it or (ii), if the device is irreparable, lost or stolen, for
the replacement cost of the device. Intermedix agrees that Provider may obtain insurance for such
payments provided that Intermedix is named as a beneficiary under such plan.
(b) Provider may be required to enter into additional agreements with the makers of third -party
medical devices (monitors, scanners, EKG machines, etc.) with respect to the transmission of information
between the medical device and the data entry device. Provider understands and agrees that Intermedix
will not be able to provide data entry devices unless and until agreements are entered into with the third -
party manufacturers of such medical devices. Provider understands and agrees that its failure to enter into
or reach agreements with such third -parties (and any and all consequences of such failure) shall not be
deemed to be a default of Intermedix under this Agreement or any other arrangement between Provider
and Intermedix. Provider further understands and agrees that the failure to enter into such agreements
with these third parties may hinder Provider's use of certain software features that might otherwise be
available to it (for instance, a direct data connection between a medical device and the data entry device).
(c) Provider may be required to obtain new or different medical or other equipment capable of
communicating with the data entry devices. Provider understands and agrees that such new or different
medical or other equipment must be obtained at Provider's sole cost and expense.
(d) Provider may request Intermedix to support additional medical or other devices. Provider
understands and agrees that the costs of developing an interface may be significant and may involve the
payment of royalties to the third -party manufacturers of the device. Provider further understands and
agrees that Intermedix has no obligation to undertake the development of interfaces with additional
medical or other devices.
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Section 5.05 Internal Audit Function. Intermedix may review individual patient encounter
documents and make recommendations, if any, for improvements of the data the records contain. By way
of example, such recommendations may include spelling and grammatical comments, adequacy of
documentation for local, state and federal requirements, adequacy of documentation for billing
requirements, and compliance with the protocols and standard operating procedures of Provider. Although
Intermedix may attempt to identify all errors and omissions, it will not be responsible for inadequately
evaluating a patient record. Provider agrees that it and its medical director have the final responsibility for
reviewing each run record for accuracy, adequacy, mistakes, treatment errors, etc. All quality control
information, comments and suggestions Intermedix produces will be made available to Provider via Web
Access System.
Section 5.06 Statistical Reporting. Statistical and financial data reports will be available on the
Web Access System at all times that the Web Access System is available. The format and content of the
statistical data will be established and defined by Intermedix and such reports may be added, modified or
deleted without notice to Provider. Notwithstanding the foregoing, Provider may request specific, custom
reports to be available to it at an additional charge to be negotiated between Intermedix and Provider.
Section 5.07 Acknowledgement with Respect to Reports. With respect to each report generated
by the Web Access System, Provider acknowledges and agrees:
(a) Each report represents a "snapshot" of a moment in time, and, as such, the snapshot may not
be accurate with respect to financial results on the whole.
(b) The underlying data may be subject to correction from time -to -time, which may change the
results of the report or its interpretation.
(c) The data represented in the report represents only a limited portion of all data available
regarding the Provider's business.
Provider thus further acknowledges and agrees that any particular report may not accurately represent the
Provider's then -current or future financial condition.
Article VI
Indemnification, Insurance and Fidelity Bond
Section 6.01 Indemnification and Hold harmless. Intermedix shall indemnify and hold harmless
Provider from and against claims, damages, losses and expenses, including but not limited to attorneys'
fees, arising out of or resulting from Intermedix's performance, but only to the extent caused by the
willful misconduct or the negligent acts or omissions of Intermedix. The indemnification provided for
herein shall not be applicable to any claim of adjustment or request for reimbursement made by an
insurance company or any servicing agency for Medicare or Medicaid that may be made as the result of
an audit of claims made or governmental regulations or laws, including Intermedix's fees charged, except
for any adjustments or claims for reimbursement made as a direct result of Intermedix's error. Intermedix
warrants that all services provided and the manner in which they are provided shall be in accordance with
all state, federal and other applicable laws and regulations and indemnifies Provider as to any claims,
damages, losses and expenses arising from or resulting from any breach of this warranty.
Section 6.02 Fidelity Bond. Intermedix shall keep and maintain, during the term of this
Agreement: A fidelity bond with a qualified insurer of no less than $50,000.00, general liability insurance
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with a general aggregate of no less than $1,000,000 and a per occurrence limit of not less than $500,000,
and an Umbrella Liability and Errors and Omissions insurance in the amount of $1,000,000.
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Confidentiality
Section 7.01 Confidentiality. The terms and conditions of this Agreement are confidential and
neither party shall release any of the terms hereof to any third party without the prior written consent of
the other party, except to the extent necessary to comply with law, the valid order of a court of competent
jurisdiction, or the valid order or requirement of a governmental agency. Notwithstanding the foregoing,
either party may, without the prior written consent of the other party, disclose the existence of a
contractual relationship between the parties.
Section 7.02 Intellectual Property. Provider agrees that the equipment, computer hardware and
software, billing and collection processing, and other related systems and equipment are the property and
trade secrets of Intermedix, and that Provider will not release any information regarding such trade secrets
to any third party without the prior written consent of Intermedix. Provider further agrees that, in
connection with the use of certain data entry devices, Provider may gain access to the intellectual property
of third parties. Provider understands and agrees that it may be required to enter into agreements with
respect to such intellectual property in order to use such equipment. Provider agrees to enter into such
arrangements at Intermedix's request.
Section 7.03 HIPAA Compliance. Provider and Intermedix further agree that the provisions of
Exhibit "A", with respect to Protected Health Information are incorporated herein by reference as if set
forth herein at length.
Article VIII
Termination of the Agreement
Section 5.01 Terminations of Agreement without Cause. During the initial 120 days of the
Initial Term, either party may, without cause, terminate this agreement with 30 days advance written
notice to the other party. In addition, this Agreement may be terminated by either party, without cause,
upon 90 -days advance, written notice to the other party.
Section 5.02 Termination of this Agreement with Cause. Either party may terminate this
agreement with "Cause" if the other party is in "default" under the terms and conditions of this
Agreement and the default is not cured within 60 days of receipt of written notice specifying the default.
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For purposes of this contract, "in default" shall mean:
(a) in the case of Intermedix,
(i) the failure to provide timely processing of patient encounters after Intermedix's receipt of
legally sufficient information regarding such encounters;
(ii) the failure to provide information or accessibility to information on Intermedix's
information system, as required herein; or
(iii) and the material failure to meet its other obligations hereunder, except as may be agreed
to or waived by Provider.
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Notwithstanding the foregoing, Intermedix will not be in default under this
agreement if Provider suffers no material harm from Intermedix's failure.
(b) in the case of Provider
(i) the failure to use Intermedix as its exclusive provider of billing services for emergency
medical services and emergency and non -emergency transfer services;
(ii) and the material failure to meet its other obligations hereunder, except as may be agreed
to or waived by Intermedix.
Section 8.03 Termination of this Agreement with Material Cause. Either party may terminate
this agreement with "'Material Cause" if the other party is in "material default" under the terms and
conditions of this Agreement and the default is not cured within 15 days of receipt of written notice
specifying the material default. For purposes of this contract, in "material default" shall mean:
(a) in the case of Intermedix,
(i) the failure to maintain the confidentiality of medical and medical treatment information,
as required hereunder or as required by law; or
(b) in the case of Provider
(i) the failure to remit compensation to Intermedix as and when required under this
Agreement, except in instances of a bona fide dispute as to the amount billed when the
undisputed amount shall have been paid.
Intermedix shall have the right to terminate this contract immediately if Provider fails to pay Intermedix
when and as payments are due hereunder.
Section 8.04 Obligations During and Following Termination Notice Period. Except as
otherwise provided in this Section 1.06, the obligations of each party under this Agreement shall be as set
out in this Agreement during the termination notice period, except that:
(a) The parties may agree, in writing, on a transition plan to a new billing provider (including an
internal department of provider) to provide for a smooth transition between Intermedix's services and the
services of the new provider.
(b) Intermedix may, in its complete and total discretion, determine to cease all additional
activities on the Provider's account(s) if provider has failed to (i) pay any and all amounts due and owing
Intermedix pursuant to invoices provided by Intermedix (except for amounts about which Provider has a
bona fide dispute that arose within 20 days of the receipt of the invoice for amounts due and owing
Intermedix) or (ii) pay one or more invoices.
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Audit
Section 9.01 Audit Period. During the Term of this Agreement and for a period of three years
after the end of the Term, each party agrees to maintain accurate books and records associated with the
billing and collections made the subject of this Agreement.
Section 9.02 Requirement to Provide Information. Upon written request from either party, the
non -requesting party shall promptly provide such reasonable information, as the requesting party deems
necessary regarding this Agreement.
Section 9.03 Right to Audit. Upon reasonable written notice, either party may audit the books and
records of the other party insofar and only insofar as such books and records relate or pertain to this
Agreement. Such audit shall be conducted at the office of the party being audited, shall be during normal
business hours, and shall be, unless the conditions of Section 10.04 are met, at the sole cost and expense
of the party conducting the audit.
Section 9.04 Rights on Results of Audit. If an audit reveals that a party has failed to pay any
amount or portion of any amount due or payable under this Agreement and such amount is in excess of
$20,000, the party being audited shall pay to the auditing party the full cost of the audit and the full
amount due or payable plus interest at the rate of 10% per annum from the date(s) of nonpayment.
Miscellaneous
Section 10.01 Strict Performance. The failure of either party to insist upon strict performance of
any provision of this agreement shall not be construed as a waiver of any subsequent breach of the same
or similar nature.
Section 10.02 Each Provision a Separate Agreement. The parties agree that each provision of
this Agreement shall be construed as separable and divisible from every other provision and that the
enforceability of any one provision shall not limit the enforceability, in whole or in part, of any other
provision hereof. In the event that a court of competent jurisdiction determines that any term or provision
herein shall be invalid or unenforceable, the remaining terms and provisions of this Agreement shall not
be affected thereby, and shall be interpreted as if the invalid term or provision were not a part hereof.
Section 10.03 Final Agreement. This Agreement, together with its exhibits, sets forth the entire,
final and complete understanding between the parties hereto relevant to the subject matter of this
Agreement. No waiver or modification of any of the terms or conditions of this Agreement shall be
effective unless in writing signed on behalf of both parties. Provider and Intermedix understand and agree
that the exhibits to this agreement are incorporated into this agreement by reference as if set forth at
length.
Section 10.04 Performance of Agreement, Venue; Choice of Law. Provider understands and
agrees that Intermedix will be performing this contract in Tarrant/Denton County, Texas. The venue for
any disputes or causes of action that may arise out of this Agreement is the state and county courts located
in the geographically nearest of the following major metropolitan areas located in the State of Texas:
Austin, Corpus Christi, Dallas, El Paso, Fort Worth, Houston, Lubbock, and San Antonio. The provisions
of this Agreement shall be determined in accordance with the laws of the State of Texas excluding the
choice of law provisions thereof.
Section 10.05 Headings. The headings of this Agreement are for ease of reference only and are
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not intended to limit or restrict the terms hereof.
Section 10.06 Successors and Assigns. This Agreement is binding upon the heirs, legal
representatives, successors and assigns of the parties hereto.
Section 10.07 Independent Contractor. It is understood and agreed that Intermedix is an
independent contractor. Nothing herein contained shall be construed to create any partnership or joint
venture between the parties. Intermedix shall make no representation nor undertake any act on behalf of
Provider other than what is specifically authorized pursuant to this agreement.
EXECUTED and effective as of the day of 200
By:
Name:
Title:
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Address:— z�)
10
Additional Agreement Regarding
Protected Health Information
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 Provider any use or disclosure of PHI not provided for by this Agreement of which
Intermedix becomes aware;
e. Ensure that agents or subcontractors to whom Intermedix provides PHI, or who have access to
PHI, agree to the same restrictions and conditions that apply to Intermedix with respect to such PHI;
f. Make PHI available to Provider and to the individual who has a right of access as required
under HIPAA within 30 days of the request by Provider on the individual;
g. Incorporate any amendments to PHI when notified to do so by Provider;
h. Provide an accounting of all uses or disclosures of PHI made by Intermedix as required under
the HIPAA privacy rule within 60 days; and
i. Make its internal practices, books and records relating to the use and disclosure of PHI
available to the Secretary of the Department of Health and Human Services for purposes of determining
Intermedix's and Provider's compliance with HIPAA.
12.02 The specific uses and disclosures of PHI that may be made by Intermedix on behalf of
Provider include:
a. The preparation of invoices to patients, carriers, insurers and others responsible for payment or
reimbursement of the services provided by Provider to its patients;
b. Preparation of reminder notices and documents pertaining to collections of overdue accounts;
c. The submission of supporting documentation to carriers, insurers and other payers to
substantiate the health care services provided by Provider to its patients or to appeal denials of payments
for same;
d. The preparation and release of medical records to patients or their legal representatives as
permitted by HIPPA privacy rule;
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.
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire is being filed in accordance with chapter 176 of the Local OFFICE USE ONLY
Government Code by a person doing business with the governmental entity. Date Received
By law this questionnaire must be filed with the records administrator of the
local government not later than the 7th business day after the date the
person becomes aware of facts that require the statement to be filed. See
Section 176.006, Local Government Code.
A person cornmitts an offense if the person violates Section 176.006, Local
Government Code. An offense under this section is a Class C misdemeanor.
I Name of person doing business with local governmental entity.
Interniedix, Inc.
2 [XCheck this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than
September I of the year for which an activity described in Section 176,006(a), Local Government Code, is pending and
not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.)
3 Describe each affiliation or business relationship with an employee or contractor of the local governmental entity who
makes recommendations to a local government officer of the local governmental entity with respect to expenditure of
money.
No affiliations
4 Describe each affiliation or business relationship with a person who is a local government officer and who appoints or
employs a local government officer of the local governmental entity that is the subject of this questionnaire.
No affiliations
Adopted 0111312006
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIA
For vendor or other person doing business with local governmental entity Page 'J
5 Name of local government officer with whom filer has affiliation or business relationship. (Complete this section only if
the answer to A, B, or C is YES.)
This section, item 5, including subparts A, B, C & D, must be completed for each officer with whom the filer has affiliation or
business relationship. Attach additional pages to this Form CIQ as necessary,
A. Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the
questionnaire?
7 F7
Yes L/^\j No
B. Is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction of the local government
officer named in this section AND the taxable income is not from the local governmental entity?
F-1
r��l Yes L/\� No
C. Is the filer of this questionnaire affiliated with a corporation or other business entity that the local government officer serves
as an officer or director, or holds an ownership of 10 percent or more?
ElL/\\] yes 'No
D. Describe each affiliation or business relationship.
6 Describe any other affiliation or business relationship that might cause a conflict of interest.
7 Intermedix, Inc.; P. Q. Box 941608; Houston, Texas 77094-8608
By:
Signature ofp rson doing business with the governmental entity Dad
Adopted 0111 W006