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Item 10ECity of Southlake, 'i MEMORANDUM TO: Shana Yelverton, City Manager FROM: Sharen Jackson, Director of Finance SUBJECT: Authorize a professional services agreement with Intermedix for ambulance billing services Action Requested: Approval of professional services agreement with Intermedix for ambulance billing services. Background Information: The City currently staffs 2 mobile intensive care unit (MICU) ambulances. For 24 hour per day 365 day per year coverage this requires 12 personnel staffing those ambulances and 1 person to cover during vacation, sick and training leave. During the calendar year 2005 Fire Services responded to 816 EMS calls resulting in the transport of 551 patients (430 non- residents of Southlake). Including the personnel cost, cost of MICU, EMS supplies, cost medical control and training the average cost per EMS run is $1,10269 while the average cost per transport is $1,628.96. Finance staff currently spends 4 to 6 hours per month on ambulance fee collections and insurance filing with an estimated 50% collection rate. Our efforts on collections are limited due to time constraints of staff. We also do not accept Medicare assigninent, thus our residents must file it themselves, pay the fee, and wait reimbursement by Medicare. Outsourcing this function to an organization that process Medicare claims routinely would provide an additional service to some of our residents, and with the addition of a retirement community to Southlake; this particular patient population will increase in the near future,. The city is more appropriately compensated for a costly service and better prepared from a billing perspective to handle an increase in a high utilization patient population. Intermedix would be compensated on the following schedule: • 12% of the total amount collected on each account. • 13.8% of the total amount collected if payment is made by a credit card. Currently, our ambulance transport fee is $300 however if Council approves the Intermedix agreement. The city would be required to amend the fee schedule to increase the fee to $855. Although federal Iaw prohibits medical practices and facilities from accepting "Insurance Only" compensation, the law specifically excludes ambulance service from this mandate, thus the City of Southlake residents with insurance would not incur fees if the city adopted this payment philosophy. According to an article in Fort Worth Star Telegram in January 2006, Keller, Bedford, Colleyville, Euless and Richland Hills have all adopted an $855 transport fee and Intermedix is currently providing Shana Yelverton, City Manager .Tune 14, 2006 Page 2 professional services for the cities. The article cited fees from 12 surrounding cities, with Southlake being the lowest with a $300 transport fee, The highest fee included in the article was $1,115 for emergency transports. Our current transport charge of $300 only recovers approximately 18.4% of the estimated cost per transport while if the proposed fee of $855 is adopted our cost recovery would increase from 18.4% to 52.5 %. Intermedix has indicated that collection rates in some instances exceed 65 %, based on the company's ability to maximize insurance reimbursement and use optimum collection methods. Intermedix would tailor their efforts according to city collection philosophy. The initial term of this agreement is for 1 year unless either party terminates it earlier with a written 30 -day advance notice. The agreement shall continue for additional one -year periods following the initial term with the consent of both parties. Financial Considerations: An amendment to the fee schedule would be required to increase the ambulance transport fee from $300 to $855 Citizen Input/ Board Review: None required Legal Review: City attorney reviewed the attached agreement Alternatives: Approve or deny agreement Supporting Documents: Intermedix Agreement SERVICE AGREEMENT 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 "). Recitals WHEREAS, Intermedix is a service company in the business of providing billing, statistical data and related services to its clients; and WHEREAS, Provider, among other things, provides emergency medical and ambulance services; FITI WHEREAS, Intermedix and Provider, have determined that it is in their mutual Kest 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 set forth in 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. SERVICE AGREEMENT PAGE 1 OF 11 W:ISouthluke\Agreements\Service Agreement (Intermedix) 002 doe Section 1.04 Initial Term and Extensions. The initial term of this Agreement shall be for a period of 1 year unless either party terminates it earlier pursuant to the terms and provisions hereof (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 "Terra ") if neither party to this Agreement provides 30 -days advance, written notice of termination to the other prior to the end of the Term. Article 11 Compensation Section 2.01 Rates of Compensation. In consideration of Intermedix's services rendered during the Term, as such terra is defined below), Intermedix shall be compensated and paid in accordance with the following schedule: (a) 12% of the total amount collected on each account. (b) 13.8% of the total amount collected if payment is made by a credit card. Section 2.02 Invoicing. Intermedix shall provide a monthly invoice to Provider by the 1st business day of each month for (a) amounts due for services rendered and collections received in the previous month, (b) any additional amounts due and owing under this Agreement, and (c) all previously invoiced and uncollected amounts. Section 2.03 Payment of Invoices. Provider agrees that it will pay each invoice within 30 days of receipt, subject to the provisions of Section 2.04 hereof Section 2.04 Disputes Regarding Invoiced Amounts. Provider agrees that it has 30 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. After such dispute is resolved, and if it is agreed that all or a portion of the disputed amount is due and owing to Intermedix, Provider shall pay such amount to Intermedix within 5 business days of the date the dispute is resolved. 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 l Oth day of each calendar month, Provider shall forward to Intermedix copies of checks, or other documentation requested by Intermedix relating to the subject matter of this Agreement, as well as a report listing all payments received by Provider on accounts during the prior month. Section: 2.07 Payment far 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 whether or not the accounts are collected during or after the expiration of the Term, SERVICE AGREEMENT PAGE 2 OF 11 W:1Southiuke\AgreementslService Agreement (In termedix) 002 doc Article III Rate Schedule; Collection Efforts Section 3.01 Charges for Services Rendered Provider instructs Intermedix to utilize the attached rate schedule, Unless otherwise advised in writing, Provider authorizes Intermedix to adjust rates on the attached rate schedule by the Ambulance Inflation Factor (AIF) as published by the Centers for Medicare & Medicaid Services (CMS) annually, Provider acknowledges that this adjustment will take effect the first day of January after the annual AIF is published by CMS. Notwithstanding the foregoing, Provider and Intermedix agree that Provider may change any rate specified on the attached schedule from time to time and at any time upon 30 days written notice to Interrrledix. 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 to Provider_ However, Provider, may, at any time, provide alternative instructions with respect to any account, any payment amount or any arrangement to be made. Section .3.09 Alternative Collection Arrangements when Full Payment Unavailable. Intermedix will have the right, on Provider's behalf, at its sole option, to enter into an alternative collection arrangement to collect less than 100% of the amount due with respect to any patient encounter if: (a) The total payments are for at least 80% 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. For the purpose of this subsection (c), "substantially similar economic benefit" shall mean that the amount to be collected is not less than 70% of the total amount billed. 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, in the case of collection by credit card, in the name of either Intermedix or Provider. 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 SERVICE AGREEMEN I PAGE 3 OF 11 W:ISouthlakelAgreementslService Agreement (Intermedix) 002 doc 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 IV Medical Records; Reporting to Department of State Health Services Section 4.01 Medical Records. Provider shall forward all original medical records (or true and correct copies of them) to Intermedix within 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 4.0.3 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. Intermedix agrees that it will provide such records to such persons free of charge, However, if Intermedix receives a subpoena for such records, Provider agrees that Intermedix may charge the requesting party a fee not to exceed $40.00 for the gathering and preparation of those records. 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 5.07 Web Access System. Intermedix will grant to Provider electronic access to all records on file regarding recipients of Provider's services, including, but not limited to, medical records, billing records, correspondence regarding accounts, and records on personnel including credentials. It shall be the responsibility of Provider to provide its own necessary computer equipment and computer communication equipment capable of connecting to the Internet and accessing Intermedix's Internet server (hereinafter referred to as "Web Access System "), SERVICE AGREEMENT PAGE 4 Or 11 w:lsouNeke\Agreements\Service Agreement (Intermedix) 002 doe Section 5.01 Training for Web Access System, Upon written request of Provider, Intermedix will provide an annual on -site training class on the use of the Web Access System, Section 5.03 Limitation of Access to Web Access System. Access to data in the Web Access System regarding Provider shall be limited to the employees, representatives, and agents of Intermedix and the authorized personnel of Provider_ A completed and signed access form for each of Provider's personnel authorized to access Web Access System must be submitted to and approved by Intermedix, Intermedix shall use its best efforts to maintain the security of the Web Access System, but shall not be responsible for negligence with respect to password security related to Provider personnel or other breaches beyond the reasonable control of Intermedix. Section 5.04 Data Entry Devices. Provider and Intermedix understand and agree that Intermedix may make available data entry devices (hand -held devices, tablet pc's and/or other data entry devices for the collection and/or transmission of medical information). Provider understands and acknowledges that any of the aforementioned data entry devices provided by Intermedix may require an additional fee(s) over and above the compensation rate quoted in Section 3.01. Provider and Intermedix agree that the increased fee(s) will be negotiated and added to this service agreement as an addendum at that time. Failure to reach a pricing arrangement for the additional devices will not constitute a breach of this Agreement by either party_ Further, in connection with the potential provision of such devices, Provider agrees; (a) Provider will be responsible for the loss or damage to such devices. Provider agrees to pay (i) the cost of repairs of any such device provided to it or (ii), if the device is irreparable, lost or stolen, for the replacement cost of the device. Intermedix agrees that Provider may obtain insurance for such payments provided that Intermedix is named as a beneficiary under such plan. (b) Provider may be required to enter into additional agreements with the makers of third -party medical devices (monitors, scanners, EKG machines, etc.) with respect to the transmission of information between the medical device and the data entry device. Provider understands and agrees that Intermedix will not be able to provide data entry devices unless and until agreements are entered into with the third - party manufacturers of such medical devices. Provider understands and agrees that its failure to enter into or reach agreements with such third- parties (and any and all consequences of such failure) shall not be deemed to be a default of Intermedix under this Agreement or any other arrangement between Provider and Intermedix Provider further understands and agrees that the failure to enter into such agreements with these third parties may hinder Provider's use of certain software features that might otherwise be available to it (for instance, a direct data connection between a medical device and the data entry device). (c) Provider may be required to obtain new or different medical or other equipment capable of communicating with the data entry devices. Provider understands and agrees that such new or different medical or other equipment must be obtained at Provider's sole cost and expense. (d) Provider may request Intermedix to support additional medical or other devices. Provider understands and agrees that the costs of developing an interface may be significant and may involve the payment of royalties to the third -party manufacturers of the device. Provider further understands and agrees that Intermedix has no obligation to undertake the development of interfaces with additional medical or other devices. Section .5.05 Internal Audit Function. Intermedix may review individual patient encounter documents and make recommendations, if any, for improvements of the data the records contain. By way of example, such recommendations may include spelling and grammatical comments, adequacy of documentation for local, state and federal requirements, adequacy of documentation for billing SERVICE AGREEMEN I PAGE S Of l r W:15outhiakc\AgreementslService Agreement (Intermedix) 002 doc 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 Wth 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 any and all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from Intermedix's performance under this Agreement, 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 lntermedix'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 and Insurance. Intermedix shall keep and maintain, during the term of this Agreement: (1) a fidelity bond with a qualified insurer of no less than `650,000.00; (2) a general liability insurance policy with a general aggregate of no less than $1,000,000 and a per occurrence limit of not less than $500,000; and (3) an Umbrella Liability and Errors and Omissions insurance in the SERVICE AGREEMEN i PAGE 6 OF l I w ,1Southlal:elAgreementslScrvice Agreement (Intermedix) 002 doc amount of $1,000,000. Intermedix shall cause Provider to be named as a payee on the fidelity bond and as an insured on the insurance policies. Article VII Confidentiality Section 7.01 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 unless required by applicable law. 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 7.02 HIPAA Compliance. Provider and Intermedix further agree that the provisions of Exhibit "A ", with respect to Protected Health Information are incorporated herein by reference as if set forth herein at length. Article VIII Termination of the Agreement Section 8.01 Termination of Agreement At any time during the Term of this Agreement, either party may, without cause, terminate this Agreement with 30 days advance written notice to the other party, Section 8.02 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. (c) Provider shall pay to Intermedix all amounts due under this Agreement for services rendered by Intermedix through the date of termination. SERVICE AGREEMENT PAGE 7 Or I I w;lSouthloke\Agreements\SeMce Agreement (Intermedix) 002 doc Article IX Audit Section 9.01 Audit Period During the Term of this Agreement and for a period of three years after the end of the Term, each party agrees to maintain accurate books and records associated with the billing and collections made the subject ofthis 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 9.0.3 Right to Audit Upon reasonable written notice, either party may audit the books and records of the other party insofar and only insofar as such books and records relate or pertain to this Agreement. Such audit shall be conducted at the office of the party being audited, shall be during normal business hours, and shall be, unless the conditions of Section 10.04 are met, at the sole cost and expense of the party conducting the audit. Section 9.04 Rights on Results of Audit. If an audit reveals that a party has failed to pay any amount or portion of any amount due or payable under this Agreement and such amount is in excess of $20,000, the party being audited shall pay to the auditing party the full cost of the audit and the full amount due or payable plus interest at the rate of 10% per annum from the date {s} of nonpayment. Article X Miscellaneous Section 10.01 Strict Performance. The failure of either party to insist upon strict performance of any provision of this agreement shall not be construed as a waiver of any subsequent breach of the same or similar nature. Section 10.02 Each Provision a Separate Agreement The parties agree that each provision of this Agreement shall be construed as separable and divisible from every other provision and that the 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 ofcompetent jurisdiction determines that any terra 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 Lam Provider understands and agrees that Intermedix will be performing this contract in Tarrant 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 Tarrant County, Texas. The provisions of this Agreement shall be governed by and determined in accordance with the laws of the State of Texas. SERVICE AGREEMENT PAGE S OF 11 W:1South1ak0Agreements\Service Agreement (Intermedix) 002 doc Section 10.0,5 Headings The headings of this Agreement are for ease of reference only and are not intended to limit or restrict the terms hereof. Section 10.06 Successors and Assigns. This Agreement is binding upon the parties and their respective successors and permitted assigns, Section 1007 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. Section 10.08 Modification or Aniendment, This Agreement may not be modified or amended without the signed written consent of both parties, Section 10.09 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision will be fully severable and this Agreement will be construed and enforced as if' such illegal, invalid, or unenforceable provision is not a part hereof, and the remaining provisions hereof will remain in full force and effect. In lieu of any illegal, invalid, or unenforceable provision herein, there will be added automatically as part of this Agreement, a provision as similar in its terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable, Section 1010 Entire07. This Agreement and the exhibits attached hereto constitute the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Agreement. Section 10.11 Assignability., This Agreement and any obligation or interest therein may not be assigned to another third party without the written consent of both parties, Section 10.12 Notice. All notices required or permitted to be sent hereunder shall be delivered in person, by courier or overnight delivery service or by depositing same in the United States mail, return receipt requested„ Such notices shall be deemed delivered on the date received and shall be delivered to the following address: If to Provider: If to Intermedix: City of Southlake, Texas Intermedix, Inc. 1400 Main Street, Suite 460 16225 Park Ten Place Drive, Suite 805 Southlake, Texas 76092 Houston, Texas 77084 Attn: City Manager Attn: Jeremy Mattern, President Either party may change such address by giving notice to the other party as described by this Section 10.12 Section 1013 Attorney's Fees/Court Costs„ If it becomes necessary to institute legal action to enforce or interpret the terms of this Agreement, the prevailing party in such action shall be entitled to recover from the nonprevailing party, in addition to its actual damages, reasonable attorney's fee and court costs, SERVICE ACREEMEN T PAGE 9 OF I I W:ISouthlake\Agreements\Scrviiee Agreement (Intermedix) 002 doc EXECUTED and effective as of the day of 2006, INTERMEDIX Intermedix, Inc. Sy: .Jeremy Mattem, President PROVIDER City of Southlake, Texas Sy: Name: Title: SERVICE AGREEMEN I PAGE 10 OF I 1 W:ISoutbK- elAgreements\Service Agreement (Intermedix) 002 doc 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; 9. 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. 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. SERVICE AGREEMEN I PAGE I I OF I I W:1SouthU Agreement (Intermedix) 002 doc