Okaloosa County BOCC — May 20, 2014 — Intermedix EMS Billing Contract 2014 — reading text

request Intermedix to support additional medical or other devices. Client 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. Client further understands and agrees that Intermedix has no obligation to undertake the development of interfaces with additional medical or other devices. ARTICLE V. TERM AND TERMINATION 5.01 Generally. The term of this Exhibit D shall begin on the Effective Date and shall continue until the termination or expiration of the Agreement, unless terminated as provided in Section 5.03 below. 5.02 Termination, Notwithstanding any other language herein or in the Agreement, a termination of this Exhibit D shall not operate to terminate the Agreement, but a termination of the Agreement shall operate as a termination of this Exhibit D. 5.03 Termination of Exhibit D. If Intermedix, at any time, materially fails to perform any obligation required under this Exhibit D, or breaches any material term or condition of this Exhibit D, and such material default or breach, being curable, continues uncured for twenty (20) calendar days after written notice from Client to Intermedix specifying the nature and extent of the failure to materially perform such obligation, Client shall have the right to terminate this Exhibit D upon the expiration of said twenty (20) calendar day period, without any obligation to pay any early termination payment outlined in Schedule 2.01. If Client, at any time, fails to materially perform any obligation required under this Exhibit D, or breaches any material term or condition of this Exhibit D, and such material default or breach, being curable, continues uncured for twenty (20) calendar days after written notice from Intermedix to Client specifying the nature and extent of the failure to materially perform such obligation, Intermedix shall have the right to terminate this Addendum upon the expiration of said twenty (20) calendar day period, and any early termination payment required by Client outlined in Schedule 2.01 shall be immediately due and payable to Intermedix. Termination without Cause. Client may terminate this Exhibit D (but not the Agreement) at any time without cause by providing thirty (30) calendar days prior written notice to Intermedix, and making payment in full of the required early termination payment disclosed on Schedule 2.01 with respect to each Product Unit delivered pursuant to this Exhibit D, which shall be immediately due and payable as of the date of such written notice of termination. As of the effective date of such termination, Client shall return all Product Units to Intermedix and shall have no further right to access the Product provided hereunder. Intermedix may terminate this Exhibit D at any time without cause upon six (6) months prior written notice to Client. 5.04 Obligations Following Termination. Any termination of this Exhibit D shail not release Client or Intermedix from any claim of the other accrued hereunder prior to the effective date of such termination. Upon termination of this Exhibit D, Intermedix shall remain the sole owner of the Product and all Intellectual Property and goodwill associated therewith, and Client shall assert no rights thereto. Upon termination of this Exhibit D for any reason, Client shall immediately discontinue use of the Product, and within ten (10) calendar days, return each of the Product Units and certify in writing to Intermedix that all copies, extracts or derivatives of any item comprising the Product, in whole or in part, in any form, have either been delivered to Intermedix or destroyed in accordance with Intermedix’s instructions. All payments made by Client to Intermedix hereunder are non-refundable. ARTICLE VI. LIMITED WARRANTY AND DISCLAIMER: 6.01 Product Warranty. Intermedix warrants that each Product Unit delivered to Client will be free from material defects when delivered. 6.02 Information/Disclaimer_of Warranties with Respect to Data and Information Provided by Third Parties. Some information transmittable or accessible through any Product Unit may have been obtained through sources believed to be reliable (such as various Internet providers, real-time data provided by GPS systems or medical devices or other third party information sources). Client agrees that Intermedix shall not have any liability whatsoever for the accuracy, completeness, timeliness or correct sequencing of the information, or for any decision made or action taken by Client in reliance upon such information or the Product. Client further agrees that Intermedix shall have no liability whatsoever for the transmission, non-transmission or partial transmission of data through third-party data systems and that such transmission shall be undertaken at Client’s sole risk, cost and expense. 6.03 Disclaimer. Intermedix and its third party suppliers do not warrant that any Product will meet Client’s requirements or that access to the Product, or the operation of the Product, will be uninterrupted, error-free, that all errors will be timely corrected, or that the data and/or reports generated by the Product will be accurate in the event that any third party information providers have provided inaccurate information. THE WARRANTIES EXPRESSLY PROVIDED IN THIS EXHIBIT D AND THE AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT, WHICH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED. NO REPRESENTATIVE OF INTERMEDIX SHALL HAVE THE RIGHT TO MAKE WARRANTIES ON INTERMEDIX’S BEHALF UNLESS THOSE WARRANTIES ARE IN WRITING AND EXECUTED BY A DULY AUTHORIZED OFFICER OF INTERMEDIX, 6.04 Exclusive Remedy. For any breach of the warranties set forth in Section 6.01, Intermedix, shall, following written notice thereof by Client, use diligence efforts, at Intermedix’s sole expense, promptly to repair or replace the nonconforming Product or Product Unit. This is Intermedix’s sole and exclusive liability, and Client’s sole and exclusive remedy, for the breach of the above warranties. Intermedix shall have no obligation to replace any defective Product Unit which is not returned to Intermedix immediately following delivery or which has failed because of accident, abuse or misapplication. Schedule 2.01 Early Termination Fee The Initial Term Early Termination Payments with respect to each Product Unit are as follows: Period Amount (1) For an Early Termination during the first eighteen (18) months from the beginning of the Term: $2,750.00 (2) For an Early Termination during the remainder of the Term: $0.00 Schedule 2.02 Third-Party Intellectual Property Royalty Payments In addition to the other compensation required under this Exhibit D, Third-Party Intellectual Property Payments shall be made as follows: Licensing/Royalty agreement to be executed between Client and the manufacturer of Client’s defibrillating equipment when the manufacturer has cleared the Product Unit for direct interface between their equipment and Intermedix provided data devices. Schedule 2.03 Additional Services (1) Client has purchased TripTix product pursuant to the terms and conditions of this Addendum C and Intermedix shall provide TripTix based reporting extract of data required by state or local regulatory authorities’ connectivity/interface in a format reasonably required by such authorities. (2) Provide an interface to Client’s Computer-Aided Dispatch (“CAD”) system for the purpose of supplying to the TripTix software dispatch information in a format suitable as prescribed by Intermedix. Client agrees to pay any charges for this purpose as required by its CAD vendor and that Intermedix is not responsible for such charges, nor is Intermedix responsible for any lack of cooperation by the Client’s CAD vendor in attempting to develop such interface for client. Should Client change CAD Vendor or substantially change CAD software version after initial implementation, Client shall be responsible for costs to implement the new CAD interface.