S.A.F.E.R. Board of Directors

OFFICIAL NOTICE & MEETING AGENDA Meeting of: S.A.F.E.R. District Board of Directors Members: A Opall {c} L White; B Ermeling; F Schaefer; K Langenhahn Location: Rib Mountain Town Hall; 3700 North Mountain Road, Wausau, WI Date/Time: Tuesday, November 12th, 2013 @ 6:00 P.M. AGENDA ITEMS FOR CONSIDERATION AND/OR ACTION 1. Call to Order. 2. Public Comment / Correspondence. 3. Consent Items. a) Approval of prior meeting minutes of Tuesday, October 22nd, 2013 4. Reports. a) Reports from Fire Chiefs b) Reports from Administrators 5. Business Items. a) Appointment of Jim Coscio to the SAFER Fire Commission. b) Recommendation to approve contract for service with AccuMed to provide Ambulance billing services to the SAFER district. c) Continued discussion and deliberation on 2014 operating budget. d) Continued discussion and deliberation on contracts for service with adjacent townships. 6. Remarks from the Board of Directors. 7. Adjourn meeting of SAFER Board of Directors. This Notice was posted at Village Hall and transmitted to the Daily Herald newsroom on Sunday, 11/10/2013 @ 5:00 p.m. Please note that, upon reasonable notice, efforts will be made to accommodate the needs of disabled individuals through appropriate aids and services. For additional information or to request this service, contact the Rib Mountain Town Municipal Center at (715) 842-0983. 1  OFFICIAL MEETING MINUTES SOUTH AREA FIRE & EMERGENCY RESPONSE DISTRICT Board of Directors Regular Meeting Tuesday, October 22, 2013 @ 6:00 P.M. 1. Call to Order The regular meeting of the South Area Fire and Emergency Response District Board of Directors was called to order at 6:05 PM by SAFER Board Chairman Allen Opall. ALL MEMBERS PRESENT - Loren White, Weston President; Barb Ermeling, Weston Trustee; Allen Opall, Rib Mountain Chairman; Fred Schaefer, Rib Mountain Supervisor; Keith Langenhahn, Town of Marathon Chairman; Steve Meilahn, Weston Fire Chief; Paul Wirth, Rib Mountain Fire Chief; and Daniel Guild, Village of Weston Administrator were present. Town of Rib Mountain Administrator, Gaylene Rhoden was absent and excused. Village of Weston Finance Director, John Jacobs was also present. There were 3 visitors present at the meeting. 2. Public Comment / Correspondence There were no public comments. Guild stated he received a letter of interest for the SAFER Fire Commission vacancy. 3. Consent Items a) Approval of prior meeting minutes of Tuesday, October 8, 2013. Motion by Langenhahn/Schaefer to approve prior meeting minutes of Tuesday, October 8, 2013. Motion carried unanimously. 4. Reports a) Reports from Fire Chiefs Chief Wirth reported work continues with the hiring process; will meet next week with Village of Weston Clerk to start reviewing applications. Applications will be accepted through November 10, 2013. Chief Meilahn reported identification numbers for the state are being finalized. b) Reports from Administrators Guild reported he participated in the interviewing process for SAFER Fire Chief and Deputy Fire Chief. Guild has received a first draft of comments from Carlson-Dettman on the Weston wage compensation and classification study. Guild stated Weston will administrate the personnel for the District for the next two years. Guild gave an update on obtaining health insurance quotes. Ermeling questioned the status of resolutions approved at a previous meeting. Guild stated they have all been signed by Chairman Opall. 5. Business Items a) Continued deliberation on the SAFER 2014 budget, including the potential to further discussions regarding operations and capital budget items, outsourcing ambulance billing to an external service provider under contract, employee compensation and benefits, contracts for service with adjacent townships, as well as other items which will impact the SAFER budget in 2014. Jacobs reviewed tax levy comparisons for 2013 vs. 2014 assuming an outside contracted ambulance billing provider @ 5.95% fee. (Clerk’s note: Chief Wirth was excused at 6:30 to attend another meeting). There was also a brief discussion regarding SAFER billing RFP; LifeQuest vs. AccuMed. Compensation and benefits are still being reviewed. b) Continued discussion and recommendation regarding the vacancy within the SAFER Fire Commission. Guild stated there was one letter of interest received. 6. Remarks from the Board of Directors Schaefer commented on the Wendy’s fire. 7. Adjourn Meeting of SAFER Board of Directors Motion by Ermeling/Langenhahn/ to adjourn the meeting at 6:49p.m. Motion carried unanimously. Prepared by: Rhonda Christiansen on 10-30-2013 Presented for consideration to the Board of Directors on 11-12-2013  BILLING SERVICE AGREEMENT AccuMed: AccuMed Billing, Inc. Customer: Town of Rib Mountain a Michigan corporation 3700 North Mountain Road P.O. Box 2122 Wausau, Wisconsin 54401 Riverview, MI 48192 Contact: Andrew Schlagel Phone: (715) 355-6763 Phone: (734) 479-6300 Facsimile: (715) 355-6805 Facsimile: (734) 479-6319 Effective Date: January 1, 2014 or the 1st day of the month immediately following the date this Agreement is accepted by AccuMed, whichever is later. THIS BILLING SERVICE AGREEMENT (“Agreement”) is made by and between AccuMed and Customer. THE TERMS AND CONDITIONS SET FORTH HEREINAFTER ARE A PART OF THIS AGREEMENT. THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT UNDERSTANDS IT AND AGREES TO BE BOUND BY IT. CUSTOMER AGREES THAT THIS AGREEMENT SHALL NOT BE BINDING UNTIL ACCEPTED BY ACCUMED AT ITS OFFICE IN THE STATE OF MICHIGAN. TERMS AND CONDITIONS 1. SERVICES. A. From the Effective Date to the date of the termination of this Agreement AccuMed agrees to perform those activities which are reasonably necessary to invoice on behalf of Customer the following services provided by Customer (check the applicable boxes): Emergency Medical Services, including insurance only billing if that box is checked in 4 A (“EM Services”) EM Services provided by Customer prior to the Effective Date (“Old EM Services”). Fire Services, including insurance only billing if that box is checked in 4 A (“Fire Services”). For purposes of this Agreement the term “Fire Services” shall include services provided by Customer, excluding EM Services, which AccuMed agrees to invoice on behalf of Customer, such as, but not limited to, Haz Mat, Extrication, stand-by suppression and similar services. Further AccuMed agrees to provide to Customer the following software solutions and hardware products (check the applicable boxes): {00111326;v1 }  Electronic Patient Care Reporting described in Schedule A (“ePCR”). Hardware products described in Schedule B (“Hardware”). B. Customer acknowledges and agrees that: (i) during the term of this Agreement all relevant information relating to the selected services identified in Section 1.A. shall be delivered to AccuMed and AccuMed shall be the sole source for processing such bills; (ii) AccuMed is not responsible for the accuracy of any of the back-up documentation relating to the selected services identified in Section 1.A.; (iii) AccuMed is not responsible for validating or verifying the accuracy of such documentation or detecting or correcting errors in documentation relating to the selected services identified in Section 1.A.; (iv) Customer has reviewed with its legal counsel its rights and obligations under the law and represents and warrants that it has the authority under applicable federal, state and local law and regulations to implement, enforce and collect the costs and/or fees for the selected services; and (v) Customer shall defend, indemnify and hold AccuMed harmless from all liabilities, costs and expenses (including actual attorney’s fees) related or arising out of the services AccuMed performs relating to the selected services identified in Section 1.A. C. AccuMed shall begin processing all invoices for services rendered by Customer within a reasonable time following the date AccuMed receives accurate and complete information, which will permit it to perform its services identified in Section 1.A. of this Agreement, such information shall include, but not necessarily be limited to: the amount Customer charges for its services, fully completed incident reports which satisfy all signature requirements, including the then current Medicare signature and authorization requirements, demographic, procedure, charge, diagnosis and treatment related information, Advance Beneficiary Notice, Physician’s Certification Statement, copy of the Advanced Life Support incident report when receiving intercept services, all supplemental forms and reports as well as such other information and documentation as AccuMed shall reasonably request (collectively the "Billing Information”). AccuMed shall promptly notify Customer if AccuMed fails to process such invoices within thirty (30) days of AccuMed’s receipt of accurate and complete Billing Information. Customer agrees that AccuMed shall have no liability or responsibility for any change or changes made by Customer to any of the Billing Information, until AccuMed has accepted in writing such change or changes. Customer agrees that it must use AccuMed’s approved forms to make any change or changes to the Billing Information and that such change or changes shall only be effective as of the date AccuMed accepts such change or changes in writing. D. Customer shall have the right to request AccuMed to direct the payment of all Customer funds and the delivery of all Customer correspondence in one of two ways (i) to AccuMed’s then current Post Office Box, or (ii) to a lock box established, controlled and paid for by Customer. Such request shall be in writing and shall be implemented by AccuMed as soon as reasonably practical following its receipt of such written request. AccuMed shall have no right to negotiate checks and funds payable to Customer. AccuMed shall instruct all prospective payers billed for the selected services identified in Section 1.A. to make all funds payable to Customer. If AccuMed receives Customer funds directly, it will deposit those Customer funds into a nationally recognized bank account designated by Customer in writing to AccuMed which has a physical location that is reasonably accessible to AccuMed. Such {00111326;v1 } 2 bank account shall be established, controlled and paid for by Customer. AccuMed shall not co- mingle Customer funds with AccuMed funds at any time. 2. TERM. Except as otherwise provided in this Agreement, this Agreement will commence on the Effective Date and shall continue for a period of five (5) years (the “Initial Term”). At the end of the Initial Term and except as otherwise provided in this Agreement, this Agreement shall renew for additional one (1) year terms until canceled by either party, by giving to the other written notice of such cancellation not more than ninety (90) days nor less than thirty (30) day's prior to the expiration of the current term. 3. CUSTOMER’S OBLIGATIONS AND AUTHORIZATION REQUIREMENTS. A. Customer agrees that, during the term of this Agreement, all Billing Information relating to the selected services identified in Section 1.A. shall be delivered to AccuMed and AccuMed shall be the sole source for processing such bills for Customer. B. Customer agrees to provide any and all information which AccuMed may, from time to time, request in order for it to perform its services hereunder, including, but not limited to, complete, accurate and prompt (i) Billing Information, including incident reports, which satisfy all signature requirements, including Medicare’s then current signature and authorization requirements (ii) notification to AccuMed of names of each person or entity who has paid an invoice billed by AccuMed on the Customer’s behalf and (iii) all supplemental forms and reports required for billing such as, but not limited to, Advanced Beneficiary Notice, Physician’s Certification Statement and a copy of the Advanced Life Support incident report when receiving intercept services. With respect to all payments received by Customer for services, specifically including Fire Services, that were billed by AccuMed, Customer agrees to give written notice to AccuMed stating the name of the payee and the amount received by Customer for said services within fourteen (14) days of Customer’s receipt of such payment. C. Customer hereby authorizes AccuMed to use its provider numbers and agrees to execute any and all documentation, which may be necessary in connection therewith. D. In the event Customer at any time uses ePCR software, Customer hereby authorizes AccuMed to access and use such information available on such ePCR software that is reasonably necessary to assist AccuMed in performing its services under this Agreement. E. Customer agrees that AccuMed, including but not limited to its employees, representatives, contractors and agents, shall not be required to travel to visit Customer’s location(s) or for any other reason connected with Customer’s business more than one (1) time in any consecutive twelve (12) month period. In the event Customer requests more than one (1) such visit within said time period, all out of pocket expenses incurred in connection therewith shall be paid by Customer upon receipt of an invoice from AccuMed. {00111326;v1 } 3  4. PAYMENT AND COLLECTION. A. Customer agrees to pay AccuMed for all payments made on accounts billed by AccuMed in the following amounts (check the applicable boxes): An amount equal to 5.95% of the amount collected each month for EM Services based upon an annual billable run volume of 2,300 subject to the provisions of 4 G below. Data and supplemental forms will be delivered to AccuMed through a NEMSIS 2.2.1 or 3.0 Gold Compliant Software Solution on a weekly basis. $1,725.00 initial one time client set-up fee. (WAIVED FOR FIVE (5) YEAR TERM). For ePCR software the fee payable in the amount and in the manner set forth in Schedule A hereto. In addition the name of the ePCR software supplier, a description of the software, the value of the software and the anticipated annual run volume are also set forth in Schedule A hereto. Further, Customer also agrees to pay (i) the amount of all increases charged by the ePCR software, including but not limited to increases as a result in an increase in the annual run volume; and (ii) all taxes, if any, charged by the ePCR software supplier. For the Hardware described in Schedule B hereto the fee payable in the amount and in the manner set forth in Schedule B. B. AccuMed shall invoice Customer on a monthly basis for the services provided under this Agreement. Customer agrees to pay each such invoice by the 28th day of the month in which the invoice is issued. In the event AccuMed receives more than one (1) payment for its services with respect to an invoice processed by AccuMed on behalf of Customer, AccuMed agrees to refund to Customer the amount it receives that is in excess of the amount AccuMed is entitled to under the terms of this Agreement. C. Any amounts which Customer fails to pay by the last day of the month in which the invoice is issued, shall bear interest at the rate of one and one/half (1-1/2%) percent per month or the maximum monthly rate permitted by applicable law, whichever is less, from the day on which payment was due, as specified above in 4.B. until said amount is paid in full. Further, Customer agrees to pay all costs and expenses, including actual attorney’s fees, which AccuMed incurs in collecting any past due amounts from Customer. D. If Customer refunds amounts collected or waives payment of any amount billed by AccuMed for any reason other than (i) it is a refund of a duplicate payment, or (ii) it is because of a breach by AccuMed of its obligations under this Agreement; AccuMed shall be entitled to retain the fees paid by Customer in connection therewith or in the case of a waiver Customer agrees to pay AccuMed the fee AccuMed would have been entitled but for such waiver. If AccuMed has not yet been paid its fees in connection therewith, Customer shall remain obligated to pay the fees in accordance with this Agreement. {00111326;v1 } 4  E. Customer acknowledges that all proceeds received by Customer as a consequence of AccuMed’s services rendered hereunder are deemed held in trust for AccuMed’s benefit in an amount equal to the amount of all fees due to AccuMed hereunder for such services. Any other provision of this Agreement notwithstanding, in the event Customer has amounts which are past due to AccuMed, AccuMed shall have a lien upon and security interest in all records or proceeds otherwise belonging to Customer (including the right to apply such proceeds to any amounts which are past due) in AccuMed’s or Customer’s possession, for all amounts due AccuMed by Customer. F. In the event the box relating to providing ePCR software is checked in Section 4 A above and AccuMed has agreed to pay the ePCR software supplier all or a portion of the fees for the ePCR software and/or AccuMed has agreed to supply at no cost to Customer Hardware, then the provisions of this 4 F shall apply. If AccuMed agrees to supply Hardware a description of such Hardware shall appear on Schedule B hereto together with the value of the Hardware (the “Initial Value”) and the fees and the manner of payment of those fees to be paid by Customer to AccuMed for the Hardware. Customer shall be owner of the Hardware and shall be fully responsible for all maintenance, repairs and replacements of the Hardware of every kind. The warranty obligations of AccuMed for the Hardware will in all respects conform and be limited to the warranty extended by the manufacturer of the Hardware, if transferable. The sole remedy available to Customer with respect to defects in the Hardware will be against the manufacturer under any applicable manufacturer’s warranty to the extent available to Customer. WHETHER OR NOT THE MANUFACTURER WARRANTY IS TRANSFERRED OR AVAILABLE TO CUSTOMER, ACCUMED MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO OR IN ANY WAY RELATING TO THE HARDWARE, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER IN NO EVENT WILL ACCUMED BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR EXPENSE OCCASIONED BY THE USE OF DEFECTIVE HARDWARE. CUSTOMER ASSUMES FULL RESPONSIBILITY THAT THE HARDWARE SUPPLIED UNDER THE AGREEMENT MEETS THE SPECIFICATIONS AND/OR INTENDED USE OF CUSTOMER, AND ACCUMED MAKES NO REPRESENTATION WITH RESPECT TO THEM. There shall be no initial charge to Customer for the Hardware. Provided, however, in the event this Agreement, the Agreement between the ePCR software provider and Customer or both is/are terminated by any party to those agreements for any reason whatsoever and whether with or without cause at any time prior to the end of the Initial Term of this Agreement set forth in Section 2 (for purposes of the ePCR Early Termination Fee a termination prior to the Initial Term or any renewal term shall apply); Customer shall pay to AccuMed within thirty (30) days from the date such termination becomes effective the Hardware Early Termination Fee together with the ePCR Early Termination Fee, whichever or both is/are applicable. The Hardware Early Termination Fee shall be determined by dividing the Initial Value by the number of months of the Initial Term set forth in Section 2 and multiplying that result by the number of months remaining in the Initial Term following the date the termination becomes effective. The ePCR Early Termination Fee shall be equal to the fees paid and/or owed by AccuMed to the ePCR software supplier for the remaining months of the Initial Term or any renewal term following the date the termination becomes effective. In the event the termination becomes effective on a date {00111326;v1 } 5 other than the last day of a month, the month in which the termination becomes effective will be counted as a full month remaining in the term. G. In the event that either or both of the boxes relating to EM Services is checked in Section 4 A above and there is a decrease of five (5%) percent or more in the stated annual run volume, then Customer agrees to negotiate in good faith with AccuMed to increase the percentage payable to AccuMed for all amounts collected for those EM Services. In the event AccuMed and Customer are unable to reach an agreement within thirty (30) days from the date AccuMed gives written notice to Customer that it desires to negotiate such increase, then AccuMed shall have the right to terminate this Agreement by giving fifteen (15) days prior written notice of termination to Customer. H. Any other provision of this Agreement notwithstanding, in the event (i) AccuMed issues to Customer a Collection Detail Report stating that AccuMed has exhausted its efforts to collect the amount due to Customer, (ii) the account is then assigned to a third party debt collection agency and (iii) thereafter a payment is made on such account; Customer will not be obligated to pay AccuMed the fees that would otherwise be due under this Agreement for that account. 5. BUSINESS ASSOCIATE AGREEMENT. AccuMed and Customer agree to be bound by the terms and conditions of the Business Associate Agreement attached hereto on Schedule C and as the same may from time to time be amended. 6. TERMINATION. A. Either party has the right to terminate this Agreement on thirty (30) days' written notice of termination to the other, if (i) the other party defaults on any of its material obligations under this Agreement (excluding Customer's payment obligations, which shall be controlled by Section 6.B.) and such party has not begun to cure such default (which cure must be diligently pursued in a timely manner until completed) within fifteen (15) days after written notice of such default is delivered; (ii) a court having appropriate jurisdiction enters a decree or order for relief in respect of the other party in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or (iii) the other party commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect. B. AccuMed will have the right to terminate this Agreement as provided in Section 4 G; further AccuMed will have the right to terminate this Agreement, which may in AccuMed’s sole discretion be effective on any date including immediately upon delivery of notice thereof to Customer, if Customer defaults on its payment obligations under Section 4. C. In the event this Agreement is terminated by either party whether with or without cause the ePCR Early Termination Fee and the Hardware Early Termination Fee defined in Section 4 F shall apply. 7. TERMINATION PROCEDURES. A. In the event of termination of this Agreement under the provisions of Sections 2 or 6, AccuMed shall, on the effective date of such termination (the "Termination {00111326;v1 } 6 Date"), cease to accept new Billing Information from Customer, but may, at AccuMed's sole discretion (i) continue to perform for a period ninety (90) days following the Termination Date (the "Wind Down Period") its services relating to Billing Information received prior to the Termination Date, in which case Customer shall be obligated to pay AccuMed all amounts invoiced to Customer through the end of the Wind Down Period in accordance with the provisions of Section 4 hereof, or (ii) discontinue all services effective as of the Termination Date, in which case Customer shall be obligated to pay the amounts invoiced by AccuMed for work performed through the Termination Date in accordance with the provisions of Section 4 hereof. B. Provided Customer has made full payment of all amounts due and owing to AccuMed and AccuMed has reasonable grounds to believe that future amounts owed to it will be paid by Customer in a timely manner (together the "Transitional Pre-Conditions"), AccuMed agrees to provide to Customer reasonable assistance following the Termination Date to transition the services formerly provided by AccuMed back to Customer or to a third party selected by Customer. Customer agrees to promptly pay AccuMed's reasonable costs and expenses incurred in connection with said transitional services. AccuMed shall have no obligation to provide any transitional assistance to Customer until the Transitional Pre-Conditions shall, in AccuMed's sole discretion, have been met to its satisfaction. 8. CUSTOMER AUDITS. Customer will have the right under this Agreement to engage, at the sole expense of Customer, independent auditors (the "Auditors") (provided that such persons are not employed by or in any manner affiliated with any entity that performs services substantially similar to any services then being provided by AccuMed) for the purpose of performing audits that may be considered necessary by Customer to determine the accuracy and correctness of the accounting and internal control performed and maintained by AccuMed. AccuMed will cooperate by furnishing such Auditors with any and all information as is reasonably necessary to perform and complete all audit procedures determined to be necessary by the Auditors. However, the duplicating of reports previously provided to Customer will be subject to the fee specified in Section 4 of this Agreement, and if not specified in Section 4, then in such amount as is reasonably determined by AccuMed. Prior to performing such audits, Customer will cause the Auditors and Customer to execute an agreement to maintain the confidentiality of any information they receive about AccuMed’s and, if applicable, the ePCR software provider’s computer programs and software it employs, inventions, processes, trade secrets, technical information, know-how, plans, specifications, identity of customers and identity of suppliers, financial plans, patient records, its business practices, including but not limited to those relating to, its accounts payable, accounts receivable and billing systems such agreement to be in the form and substance satisfactory to AccuMed in its sole discretion. Customer agrees that any such audit will be conducted at such times and in such a manner so as to avoid undue disruption of AccuMed’s operations, and shall not be performed more than once during any consecutive twelve (12) month period. Customer agrees to promptly pay to AccuMed all out of the ordinary costs and expenses AccuMed incurs relating to the audit. 9. OPERATING DISCLAIMER. Customer acknowledges that AccuMed has incentive to perform its services hereunder in a timely and proficient manner but that the timing and amount of collections generated by its services are subject to numerous variables beyond the control of AccuMed. THEREFORE, ACCUMED DISCLAIMS ANY AND ALL {00111326;v1 } 7 WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE TIMING AND AMOUNT OF COLLECTIONS GENERATED BY ITS SERVICES. Notwithstanding the foregoing, AccuMed agrees to perform its services hereunder in accordance with industry standards and applicable laws, rules and regulations. 10. LIMITATION OF LIABILITY. AccuMed shall exercise commercially reasonable efforts to prevent the loss or destruction of Customer's records. In the event of error or omission in the performance of its services, AccuMed will re-perform the services at no additional cost to Customer. Customer acknowledges that Customer shall be responsible for the accuracy of the codes, fees, Billing Information, and all other data provided to AccuMed for use in the provision of its services. Notwithstanding the foregoing, it is expressly understood and agreed that AccuMed's sole obligation for any breach of this Agreement or failure to meet its obligations hereunder is limited to the obligation of AccuMed to return all monies paid it by Customer relating to the bill or bills in question. THE FOREGOING OBLIGATIONS ARE IN LIEU OF ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR PURPOSE. IN NO EVENT SHALL ACCUMED BE LIABLE FOR DIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHETHER BASED ON CONTRACT, REPRESENTATION, WARRANTY OR TORT, ARISING OUT OF THIS AGREEMENT. 11. NOTICES. Any notice required or permitted to be delivered hereunder shall be (i) delivered in person; (ii) sent by certified mail, return receipt requested, or by national overnight delivery service to the address set forth above; or (iii) by facsimile transmission to the facsimile phone number set forth above, until written notice of change of address or facsimile number has been delivered in the manner set forth herein. Such notice shall be deemed to have been received on the day it was personally delivered or sent by facsimile transmission or the date it was received in the case of mailing or overnight delivery. 12. FORCE MAJEURE. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to fire, accident, labor dispute or unrest, flood, riot, war, rebellion, insurrection, sabotage, transportation delays, shortage of raw materials, energy or machinery, acts of God or of the civil or military authorities of a state or nation, or the inability, due to the aforementioned causes, to obtain necessary labor or facilities. 13. WAIVER. The failure of either party to enforce any term or condition of this Agreement shall not be construed as a waiver by such party of such term or condition, nor shall a waiver of any breach of a term or condition of this Agreement on any one occasion constitute a waiver of any subsequent breach of the same or similar term or condition. 14. ENTIRE AGREEMENT/MODIFICATION. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived or discharged orally, but only by an instrument duly signed by the party against which enforcement of the changes, waiver or discharge is sought; provided, however, changes made in order to comply with the provisions of HIPAA shall be deemed accepted and made a part of this Agreement without said signed instrument unless the party receiving such change within thirty (30) days of its receipt thereof delivers written notice to the other party that such change is not acceptable. {00111326;v1 } 8  15. BINDING EFFECT/ASSIGNMENT. Except as otherwise provided in this Section 15, neither party may assign this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed; provided, however, AccuMed shall have the right without obtaining Customer’s consent to assign this Agreement and all rights and obligations hereunder to any successor of AccuMed due to acquisition, whether by sale of stock or assets, merger, consolidation, reorganization or otherwise. This Agreement shall be binding upon and inure to the benefit of the permitted successors and assignees of the parties hereto and upon such assignment by AccuMed, AccuMed shall be released from all further obligations. 16. INDEPENDENT CONTRACTOR. The parties agree that Customer shall exercise no control over the activities or operations of AccuMed, other than to enforce the specific obligations of AccuMed under this Agreement, and further agree that their relationship is as independent contractors. 17. SEVERABILITY. If any term or provision contained in this Agreement shall be found to be invalid, illegal or unenforceable by a court of competent jurisdiction, such term or provision shall be considered independent and severable from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect. The parties agree that, to the extent allowed by law, any such term or provision found to be invalid, illegal or unenforceable shall be reinterpreted or adapted by the parties in such a way that the intended business purpose of such term or provision is achieved to the maximum extent possible. 18. GOVERNING LAW. As to all matters, including, validity, construction and effect, this Agreement shall be governed by, and construed in accordance with the laws of the State of Michigan without regard to its principles of conflicts of laws. 19. JURISDICTION. Customer consents and agrees that the following courts shall have personal jurisdiction over Customer and all lawsuits relating or arising out of this Agreement: (a) all courts included within the state court system of the State of Michigan; and (b) all courts of the United States of America sitting within the State of Michigan including, but not limited to, all of the United States District Courts sitting within the State of Michigan. Customer waives any defense of lack of personal jurisdiction or inconvenient forum in these courts. IN WITNESS WHEREOF the parties have signed this Agreement on the dates set forth below their signatures hereto. ACCEPTANCE ACCEPTANCE: ACCUMED BILLING, INC. (CUSTOMER NAME) BY: BY: (AUTHORIZED SIGNATURE) (AUTHORIZED SIGNATURE) {00111326;v1 } 9 NAME: NAME: (PRINT OR TYPE NAME AND TITLE) DATE DATE: {00111326;v1 } 10  SCHEDULE A ePCR FEE, PAYMENT SCHEDULE, SUPPLIER NAME, SOFTWARE DESCRIPTION, VALUE AND ANTICIPATED ANNUAL RUN VOLUME NONE PROVIDED {00111326;v1 } 11  SCHEDULE B DESCRIPTION OF HARDWARE, INITIAL VALUE AND HARDWARE FEES AND PAYMENT METHOD NONE PROVIDED {00111326;v1 } 12  SCHEDULE C BUSINESS ASSOCIATE AGREEMENT. A. AccuMed and Customer agree to comply with the obligations applicable to them under the Health Insurance Portability and Accountability Act of 1996 and the regulations issued pursuant thereto, as amended (“HIPAA”), and with the American Recovery and Reinvestment Act of 2009, Title XII, Subtitle D – Privacy, Sections 13400, et seq., the Health Information Technology and Clinical Health Act and related regulations, as amended (the “HITECH Act”) to protect the privacy of Personal Health Care (or Protected Health) Information (“PHI”) as delivered, collected, processed or obtained as a result of the performance of their respective responsibilities under this Agreement. B. AccuMed and Customer agree that AccuMed may use and disclose PHI, including but not limited to manually, verbally and through electronic medium, which AccuMed obtains from Customer for the following purposes. (i) For the preparation of invoices to patients, carriers, insurers and others responsible for payment or reimbursement of services provided by Customer to its patients. (ii) Preparation of reminder notices and documents pertaining to collections of overdue accounts. (iii) Submission of supporting documentation to carriers, insurers and other payers to substantiate the health care services provided by Customer to its patients and to appeal denials of such payments. (iv) For the proper management and administration of AccuMed to permit AccuMed to carry out it legal responsibilities as a business associate. (v) For other uses or disclosures of PHI as are permitted by HIPAA provided AccuMed complies with the requirements of HIPAA and the HITECH Act. (vi) For such other uses or purposes as may be required by law. C. In connection with its obligations under the HIPAA Privacy Rule, AccuMed agrees that it will: (i) not use or further disclose PHI except as permitted under this Agreement or required by law; (ii) use appropriate safeguards to prevent use or disclosure of PHI except as permitted by this Agreement; (iii) to mitigate, to the extent practicable, any harmful effect that is known to AccuMed of a use or disclosure of PHI by AccuMed in violation of this Agreement; {00111326;v1 } 13  (iv) report to Customer any use or disclosure of PHI not provided for by this Agreement of which AccuMed has knowledge; (v) take appropriate action to assure that any agents or subcontractors to whom AccuMed provides PHI or who have access to PHI through AccuMed agree to the same restrictions and conditions that apply to AccuMed with respect to PHI; (vi) make PHI available to Customer or as directed by Customer to an individual who has a right of access under HIPAA in accordance with the applicable Federal regulations; (vii) incorporate any amendments to PHI in accordance with the applicable Federal regulations when notified to do so by Customer; (viii) provide an accounting of the uses or disclosures of PHI made by AccuMed in accordance with the applicable Federal regulations; (ix) make its internal practices, books and records relating to the use and disclosure of PHI available to Customer and/or the Secretary of the Department of Health and Human Services for HIPAA and HITECH Act compliance purposes; (x) at the termination of this Agreement, return or destroy all PHI created or received by AccuMed on behalf of Customer and if return is infeasible, the protection of this Agreement will extend to such PHI so long as AccuMed maintains such information; (xi) in accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of AccuMed agree to the same restrictions, conditions, and requirements that apply to AccuMed with respect to such information; and, (xii) comply with the provisions of the HIPAA Privacy Rule applicable to Customer in the event AccuMed becomes obligated hereunder to carry out any portion of Customer’s obligations under said Privacy Rule. D. In connection with its obligations to comply with HIPAA and the HITECH Act, Customer agrees that: (i) Customer has the primary responsibility to retain all PHI that it has delivered to AccuMed and shall also be primarily responsible to respond and deliver such PHI to those entitled to it under the provisions of HIPAA; {00111326;v1 } 14  (ii) Customer will obtain any consent, authorization or permission that may be required by HIPAA, applicable state laws and/or regulations prior to furnishing AccuMed the PHI pertaining to an individual; and (iii) Customer will inform AccuMed of any PHI that is subject to any arrangements permitted or required of Customer under HIPAA that may materially impact in any manner the use and/or disclosure of PHI by AccuMed including, but not limited to, restrictions on the use and/or disclosure of PHI as provided for in HIPAA and the regulations issued pursuant thereto and/or agreed to by Customer. E. HIPAA Security Rule. AccuMed, in its capacity as a Business Associate, shall carry out its obligations under this Agreement in compliance with the security regulations pursuant to HIPAA and the HITECH Act, regarding the security of electronic protected health information ("e-PHI") that is received as a result of any of the services provided hereunder. In conformity therewith, AccuMed agrees that it will: (i) Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the e- PHI that it creates, receives, maintains, or transmits on behalf of the covered entity as required in the applicable Federal regulations; (ii) Implement reasonable and appropriate policies and procedures to comply with the standards, implementation specifications and other requirements of the applicable Federal regulations; (iii) Ensure that any agent of AccuMed, including a subcontractor, to whom it provides such information, agrees to implement reasonable and appropriate safeguards to protect all protected health information including e-PHI in accordance with the applicable Federal regulations, including compliance with the same restrictions and conditions that apply throughout this Agreement to AccuMed with respect to such information; and (iv) Report to the Customer any security incident of which it becomes aware. F. AccuMed, in its capacity as a Business Associate, will carry out its obligations under this Agreement in compliance with the applicable provisions of the HITECH Act; provided, however, these obligations shall only directly apply to AccuMed in its capacity as a Business Associate it being agreed that AccuMed is not obligated to assume or undertake any obligations or requirements for which Customer (who is the Covered Entity) is responsible. This provision includes all subsequent, updated, amended or revised provisions of the Act. In conformity therewith, AccuMed agrees that it will: {00111326;v1 } 15  (i) Notify Customer following the discovery of a breach of unsecured PHI, without unreasonable delay, and in no case later than as required by the HITECH Act. Such notice shall include the identification of each individual whose unsecured PHI has been, or is reasonably believed to have been, accessed, acquired, or disclosed during such breach. (ii) Secure all PHI, in any form, through the use of the technology or methodology as specified in the applicable regulations. G. Customer, as a “creditor” and covered entity under the Identity Theft Rules found at 16 CFR Part 681 (commonly known as the “Red Flag Rules”) has a duty to exercise appropriate and effective oversight of its providers including AccuMed. AccuMed agrees to assist Customer with Customer’s obligations under the Red Flag Rules as follows (i) Ensure that its activities for Customer are conducted in accordance with the reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft that Customer has developed and delivered to AccuMed in writing. (ii) Ensure that any agent or third party who performs services on AccuMed’s behalf in connection with covered accounts of Customer, including a subcontractor, agrees to conduct all its activities in accordance with the reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft that Customer has developed and delivered to AccuMed in writing. (iii) Alert Customer of any red flag incident (as defined by the Red Flag Rules) of which it becomes aware, and the steps it has taken to mitigate any potential security compromise that may have occurred. H. Notwithstanding any other provisions of this Agreement, upon Customer’s reasonable determination that AccuMed has violated any material term or provision of this Business Associate Agreement section pertaining to Customer’s obligations under HIPAA, the HITECH Act, or the Red Flag Rules or if AccuMed engages in conduct which would, if committed by Customer, result in a violation of HIPAA, the HITECH Act, or the Red Flag Rules by Customer, Customer shall provide AccuMed written notice of that violation and sufficient detail to enable AccuMed to understand the specific nature of that violation and afford AccuMed a reasonable opportunity to cure the violation; provided, however, that if AccuMed fails to cure the violation within a reasonable time specified by Customer, Customer may terminate this Agreement. I. Both parties agree as follows: (i) To negotiate and amend this Business Associate Agreement section, from time to time, as necessary to comply with any amendment to any provision of HIPAA, the HITECH Act, or the Red Flag Rules or their implementing regulations including, but not limited to, any privacy regulation, which materially alters either parties or both parties obligations under this Business Associate Agreement section; {00111326;v1 } 16  (ii) The terms of this Business Associate Agreement section shall be construed in light of any applicable interpretation or guidance on HIPAA and/or its implementing regulations issued by the Department of Health and Human Services or the Office of Civil Rights, from time to time, and under the HITECH Act and/or its implementing regulations and under the Red Flag Rules; and (iii) Nothing contained in this Agreement, including this Business Associate Agreement section, shall confer upon any person or entity other than the parties hereto and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. J. Customer agrees to: (i) Comply with all obligations applicable to covered entities under the HIPAA and the HITECH Act and the rules and regulations thereunder as well as the Red Flag Rules. (ii) Provide AccuMed with the notice of privacy practices that Customer produces in accordance with 45 CFR § 164.520, as well as any changes to such notice. (iii) Provide AccuMed with any changes in, or revocation of, permission by any individual to use or disclose PHI, if such changes affect AccuMed’s permitted or required uses and disclosures. (iv) Notify AccuMed of any restriction to the use or disclosure of PHI that Customer has agreed to in accordance with 45 CFR § 164.522. K. Any other provisions of this Agreement that are directly contradictory (“Contradictory Term”) to one or more terms of this Business Associate Agreement section shall be superseded by the terms of this Business Associate Agreement section to the extent and only to the extent of the contradiction, only for the purpose of Customer’s compliance with HIPAA or the HITECH Act (and their implementing regulations) or the Red Flag Rules and only to the extent that it is reasonably impossible to comply with both the Contradictory Term and the terms of this Business Associate Agreement section. {00111326;v1 } 17