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Home My WebLink AboutEMS Ventures, Inc. Augusta Richmond GA DOCUMENT NAME:E,\\\~ \JeD-m'(e~. \DC. DOCUMENT TYPE: LX6'(~\- YEAR:C\V BOX NUMBER: Cj...\ FILE NUMBER: \~~l\\ . NUMBER OF PAGES: \0) \. \'.~ \~ ..":i . . , , .. " .' .,j' , :- MANAGEMENT SERVICES AGREEMENT ) THIS AGREEMENT is made and entered into this 21st' day of June 1996, by and between EMS Ventures, Inc., a Georgia cOl1'oration, d/b/a RuralJMetro Ambulance ("RIM'), a wholly- owned indirect subsidiary of RurallMetro Corporation, a7' ona corporation, and University Health Scn'ices, lnc. d/b/a University Hospital, a Georgia no or profit corporation ("UH"). , RECITAL~ A. R!J\1 is in the business of providing ambulance response service~ for municipalities and private accounts within the State of Georgia and nationally. B. The PJciunond County Hospital Authority CReHA"), a governmental body, is obligated pursuant to that certain contract with Richmond County, Georgia dated September 23, 1971, to pro"ide ambulance sen.;ces for Richmond County, Georgia. C. UH is obligated pursuant to that certain contract with ReBA dated December 14, 1984 to fulfill the ambulance service obligations of the Richmond County Hospital Authority. D. UH desires to engage RIM to manage the ambulance services ofUH (the "Business"), upon and subject to the terms and conditions contained in this Agreement. E. Contemporaneously with the execution of this Agreement, RIM is acquiring at fair market retail value estimated to be $500,000, those assets used by UH in the conduct of the Business, including the ambulance vehicles, equipment and inventory ofUH. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ARTICLE I GENERAL MANAGEMENT AND OPERATIONS 1.1 GeneralManaiement Semces. , a. Subject to the provisions of this Agreement, from and after July 8, 1996, (the "Effective Date"), RIM shall manage the Business in a manner generally consistent with R/M's management of its own ambulance businesses and in accordance with UH's current performance standards. RIM will accept and provide ambulance services to all patients without discrimination. regardless of payer source (including nonpaying and charitable care caseloads), medical status, race, religion, sex, and age. -.w1:;923 , \\/PO 10.21 96 0?<23 PM P02 '-1'-'-c:..L.-.L~~O .l'"'t....)~ rl'"\Uf' I ow ~rt:..c.....J~o,", '.1U....J ., , . " .~. . . l' ;. b. UH and RiM shall establish wi advisory quality assurance oversight committee chaired by the M~ical Director for RIM's Augusta operations. In addition to the Medical Director, UH and RIM each shall appoint an equal number of members. 1.2 Services to be Provided. Without limiting the generality of the foregoing, RIM is hereby granted the authority to do the following in the conduct of the Business: a. Implement RJM:'s a,dministrative, accounting, budgeting, marketing, persoMel, and operational policies, methods and practices relating to ambulance services, and UH shall accept such policies and practices. b. Employ, train,. pay, supervise and discharge, as applicable, all personnel that RIM deems advisable for the conduct and operation of the Business. Such persoMel shall be employees of RIM. RIM: may also retai1\ in its O'WJ1 name and without recourse againsfUH, independent contractors to provide such legal, accounting and other professional or technical services as RIM deems advisable for the conduct and operation of the Business. . c. Negotiate such leases, agreements, and service contracts that RIM: deems advisable for the conduct and operation of the Business. Such leases., agreements and service contracts shall be made in R/M's name and without recourse against UH. d. . Process and take the steps required to procure and maintain (in RIMs name or UHs name or br)th as may be required by the issuing authority) all licenses and pennits that RIM deems advisable for the conduct and operation of the Business (and UH agrees to cooperate to the fullest eA"tent with RM in applying for, obtaining and maintaining such licenses and permits). ~. Pro\1de all ambulances and related equipment necessary for the Business and maintain the same at its own expense and without recourse against 00. f. Do any and all other things reasonably necessary and appropriate in the discretion of RIM to protect a.nd promote the Business and to further the objectives of this Agreement. 1.3 Facilities and .E.q.uipnl.ent. a. RIM shall: (i) initially use the existing offices, stations, related facilities, adjacent grounds, furniture. fixtures and related equipment (collectively, the "Existing Facilities") provided by VB for use in the conduct of the Business; (ii) not be required to pay rent in coMection with the use of the EXisting Facilities; (ill) at RIMs ~ost and ~ense, maintain the Exi~ting Facilities in operating condition and repair, and replace all such items of furniture, fixtures and equipment as RiM, from time to time, deems advisable; provided., however, that RIM shall not be responsible for extraordinary repairs to the Existing Facilities necessitated by causes beyond R/M's control; 2 ...001 ~923. WPO 10.21.96 02:23 PM P03 .......... I ~..I. ..I. -'-"-J ..l,~. ._,~ : 1-.,1_11 I IU =,r.:::.:::~=,o,,+ r.~"+ .- . -;- .r, .' (iv) at RlM's cost and expense, and in Rl.M's discretio~ improve the Existing Facilities. b. RIM may, in its discretion, vacate the Existing Facilities at any time upon written notice to UH. RIM shall give 90 days advance written notice to UH with respect to vacation of any Existing Facility leased by UH from a third party other than RCHA . c. UH represents and 'Yarrants that the Existing Facilities are in materiaJ compliance with all applicable building. "fire, healtl1and safety laws, ordinances, and environmental rules and regulations. UH agrees to indemnify and hold RIM harmless from any and all damages, losses, liabilities, fines, penalties, costs and expenses (including~ without limitation, reasonable counsel fees) with respect to or arising out of any demands, claims, inquiries, investigations, proceedings, actions or causes of action, envirorunental assessments and/or remediation expenses that RIM may suffer or incur by reaSOn of any breach of the representation set forth above. d. UH shall not tenninate R/M's use of UH owned or leased' from RCHA Existing Facilities except upon 180 days advance written notice to RIM. UH shall make good faith efforts to retain for at least 180 days after the Effective Date the other Existing Facilities for use by RIM:, but UH shall not be required to institute litigation.or pay increased rent on those other Existing Facilities. e. RI.M may enter into agreements to acquire or lease, at R/M's expense, and without recourse against UH, such alternative offices, stations, related facilities, adjacent grounds, furniture, fi"<tUresandrelated equipment for use in the conduct of the Business, as Rnv1 deems advisable. f. RJ.M shall invest $42S~000 in capital improvements to the UH ambulance service system during the first year of this Agreement. g. :RI.M shall purchase from UH, and UH shall sell to RIM all assets used by UH in the conduct of the Business~ including the ambulance vehicles, equipment and inventory of UH. The assets and related purchase price are listed on Schedule..! attached hereto and shall be transferred by a Bill of Sale substantially in the (Olin attached to Schedule 1. UH understands and agrees that no liabilities connected with the Business are being transferred hereunder. 1.4 f.~sonnel. a. RJ.M shall select and employ such person or persons as RIM deems to be necessary for the conduct and operation of the Business (collectively "Personnel"). Properly qualified UH employees shall be given preference during the hiring process. b. All decisions with regard to the terms of employment, including,.but not limited to, compensation, bonuses, mnge benefits, discharge and replacement of all Personnel, shall be at the sole discretion ofRI.M. 3 ..oolSVU,WPO 10.21. 96 02:2~ PM P04 IU '='('::'::~'='t:lq t-'.~~ .' 1.5 RIM Insi~a. An vehicles regularly used in the Business shall display the UH and RlIvI names and logos. 1.6 RIM's Computer Software. RIM: is the owner or licensee 'of various types of computer software and may, from time to time, during the term of this Agreement develop or license additional computer software (collectively referred to herein as "the Software"). This Agreement is not, and shall not be deemed, a license to UH to use the Software. All ownership, rights, title and interest in and to the Software are RIM's and neither UH, any employee ofUB., nor any third pany acting for UH \\-111 acquire any rights in the Software. All of the Software must be returned to RIM on or before the effective date of termination of this Agreement. The term lithe Software" shall be broadly construed to include aU source and object code versions of the Software and all related documentation. The Software constitutes R;Mtrade secrets, and UH agrees to comply with any reasonable policies or procedures R/1.1 implements to preserve its confidentiality. 1.7 PuQlic Statements. The parties shall coordinate ,vith one another on all public statements, whether written or oral and no matter how disseminated, regarding their contractual relationship as set forth in this Agreement or the performance by either of them of their respective obligations hereunder. 1.8 I.l$e of Affiliates bv RiM. In fulfilling its obligations under this Agreement, RIM may from time to time enter into agreements with, or use the services of, affiliated companies. ARTICLE n MtWAGE'MENT SERVICeS FEE AND-.RLM BILLll'{Q 2.1 Manaiement Services Fee.. a. UH shall pay RIM: a fee for its services (the "Management Services Fee") as follows: Eee.-Per MQQW. . Months (from the date oitrus A~eement) $50,000 $50,000 $50,000 $0 1 - 12 13 - 24 25 ~ 36 thereafter until the termination of this Agreement . b. UH shall payRM the Management Services Fee on or before the first business day of each month,. in advance. If RJM has not received the full amount of any monthly Management Services Fee by the end offive (5) business days after the date it is due, the unpaid amount will bear interest at the rate of 1 Y% percent (1 ~%) per month until paid. 4 -00 I 5923. \vt1:) . 10.21.96 02:23 PM POS __ I ......... .... .J-''-' ..-,.. -...Jc=. I 1....\-,,11 I IU ':l('::::'::::~':lt:l~ t"'.\00 . , 2.2 Eee .(or Services. a. RIM shall bill. and collect from third parties, health insurance plans, other payors and direct from patients, fees for its services in the provision of emergency response and non-emergency ambulance transports; the initial rates are listed on Schedule.2 attached hereto. Beginning in the second year of this Agreement, RIM shall be allowed annual rate increases with the consent ofUH, which consent shall not be unreasonably withheld. In no event will UH withhold consent to an annual rate increase of up to 5 percent (5%). RJM: shall collect such fees in the normal course ofits conduct of the Business, and all such fees shall be the e,"{clusive property of RIM. b. In those circumstances in which ambulance service charges are required by governmental rules and regulation~ to be included within a prospective payment inpatient rate, R/M shaH be paid additional fees by UH for ambulance' services provided Medicare and Medicaid beneficiaries who are UH inpatients. During the first year of this Agreement, RIM shall charge UH One Hundred and Fifty DoUars for each round trip. Thereafter, RIM may annually adjust the charge without the consent ofUH in accordance with the Medicare PPS Hospital Update. RIM may request approval fro.m UH for additional adjustments and shall provide documents reasonably requested by UH to support such request. c. RJ.M: shall negotiate in good. faith with UH concerning participation in any managed care plan in which UH is a participant. Rl.Mshall not be prohibited from or restricted with respect to participating in managed care plans in which UH does not participate. UH is not required to include RIM in managed care plans developed by or participated in by UH. ARTICLE m IERN! AND TERMINATIQ~ 3.1 ~QLA,gL~ment. Except as expressly provided otherwise in this Agreement, RiM's services shall COmmence on July 8..1996 and sh~l1 continue for a period offive (5) years, unless this Agreement is earlier terminated as othenvise provided in this Agreement. 3.2 R~Oew:u. RJ.r..1 and UH agree that unless either party gives the other 'Written notice of its intent not to renew this Agreement no less than one hundred twenty (120) days prior to the expiration of the term of this Agreement, the tenn of this Agreement shall automatically extend for one additional five (5) year term upon and subject to the provisions of this Agreement with such modifications as may be agreed by the parties. 3.3 E-vents of Termination. !fat any time during the term of this Agreement any of the following events ("Events of Termination") occurs, the non-defaulting party may, at its option, tenninate this Agreern.ent by giving written notice to the other party specifYing a date~ not earlier than one hundred twenty (120) days after the giving of notice, when this Agreement shall terminate: 5 -OO1~m.WPD 10.21.96 02:23 PM poe U~I-~~ ~~~u ~~.~~) rRUI"j IU '~rc-c:.~=,o'"-t r. ~..Jr a. TfRfM or UH breaches fu1y'material covenant contairied in this Agreement, or defaults in the performance of any material obligation hereunder, and the defiwlting party has not initiated cure within thirty (30) days following written notice thereof and thereafter diligently and in good faith prosecuted such cure to completion; b. If RIM or UH applies for or consents to the appointment of receiver~ trustee or liquidator of all or a substantial part of its assets or makes general assignment for the benefit of its creditors~ or files a voluntary petitiotl in bankruptcy or a petition seeking reorganization, composition, arrangement with creditors, liquidation or similar relief under any present or future statute, law or regulation, or files any answer admitting the material allegations of a petition filed against it in any such proceeding, or is adjudicated as bankrupt or insolvent, or takes any action looking toward dissolution; or c. If any final order, judgment, or d~ (i. e., a final determination for which all appeal periods have expired) shall be entered without the application, approval or consent of RIM or UH by any court of competent jurisdiction, approving a petition seeking reorganization, composition, arrangement with creditors, liquidation or similar relief under any present or future statute~ law or regulation with respect to RI.M or UH or appointing a receiver, trustee or liquidator of all or a substantial part ofRlM's or UH's assets and such order, judgment or decree continues unstayed and in effect for an aggregate of sixty (60) days (whether or not consecutive). 3.4 Actions to be TaJcm on Termination. Upon any termination of this Agreement, the following shall be applicable: a. Witbin ten (10) days after the effective date oftemiination, UH shall pay RIM: all fees and other payments earned orduerrom UH under the terms oftros Agreement. I b. Upon the effective date of the termination, RIM shall vacate the Existing Facilities. c. At the option ofUll, exercised no later than 120 days prior to the effective date of termination, UH may acquire all or some of the ambulances regularly used in the Business by R/Iv.f. The acquisition price shall be the fair market retail value of the ambulances to be acquired on the effective date of termination. Payment shall be due within ten (10) calendar days after the effective date of tennination. Except as expressly provided otherwise elsewhere herein, upon termination of this Agreement by either party for any reason, all obligations and rights of either party hereunder shall immediately cease. The obligations of RIM under Article IV, "INSURANCE," shall survive the te:nnination of this Agreement. 6 -<IOl$m,WPO 10.2\.96 02:23 PM POl ,'-' ::Ir'::':::::>::It:lq t"'.l::Jt:l ARTICLE IV INSURANC-E 4.1 InsuranQe by Rnvf. RIM shall furnish proof of coverage for the insurance requirements stipulated below. All policies are \\ontten on an occurrence basis so no "tail" coverage is needed. No vehicle shall be operated by RIM: unless there is coverage in effect as provided for by the following: a. General liability ins\.irance in an amount not less than one million dollars ($1,000,000) per occurrence limit, two millIon ($2,000,000) for the General Aggregate. Limit (other than Products/Completed Operations), and one million ($1,000,000) limit for products/completed operations per. occurrence/aggregate. b. Vehicle liability insurance with a combined limit of liability, per accident, of one million ($1,000,000) with statutory benefits for Personal Injury Protection, Uninsured Motorist coverage in an amount of one million dollars ($1,000,000) and one million ($1,000,000) coverage for Non-Owned & Hired liability, on all covered vehicles. c. Professional liability insurance in an amount of not less than one million ($1,000,000) for the per OCcurrence limit and two million ($2,000,000) for the general aggregate limit. d. Excess liability limits of nventy million ($20,000,000) general aggregate over the underlying limits outlined above. e. Workers' compensation and employers liability insurance as r~quired by and in confonnance with the laws of the. state of Georgia. 4.2 lns_uranc~J>.L.llli. a. Sut~;;ct to Section 4.2(b), a.'1d for as long as R./!vl is using the Existing Facilities in the conduct of the Busines[;.. UH shaU, at l.JF:rt> cost and expense, keep the Existing Facilities insured: (i) for the Full Replacement Value thereof (excluding foundation and excavation costs) against loss or damage by fire and lightning, includin~ by appropriate extended or additional coverage endorsements, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, aircraft.. vehicles, smoke, vandalism and malicious mischief; (ii) for the Full Replacement Value thereof (including foundation and excavation costs) against such other "All Risk" perils, including earthquake and flood, commonly insured against by a Difference in Conditions insurance policy. "FuJI Replacement Value," as used herein, means the cost of repairing, replacing, or reinstating, including demolishing. any item of property with materials of like kind and quality in compliance with any law or ordinance regulating repair or construction at the time ofloss, without deduction for physical, accounting, or any other depreciation, in an amount sufficient to meet the requirements of 7 ..wI S9A.3.\\'PD 10.21.96 02:23 PM poe Jr~~~Jo~ r.~~ " .. any applicable co-insurance clause and to prevent the owner of such property from becoming a co- insurer. b. {fthe insurance referred to in Section 4.2(a) could be obtained at a lower premium and othenvise on terms and conditions mor<?advantageous to UH and RIM under blanket insurance policies available to RJ:M:, RIM may, in its discretion upon the request orUlI, place the insurance (at UH's cost and expense). 4.3 m.~~orma1iQo: On request, each party shall furnish the other with a schedule ofinsurance obtained lmder Se<,-tl.cns 4.1 and 4;2, listing such infonnation as shall be mutually agreed. The insurance may include a retention. deductible~ or self-insurance of$l,OOO,OOO.OO per claim, AB.I.lCLE V ASSIGNMENTS 5.1 Neither party may assign any of its rights or obligations under this Agreement, except that, so long as no default attributable to RiM has occurred and is continuing, including an Event of Termination; RIM: shall have the right, without UIfs consent but on no less than thirty (30) days prior notice, to assign, transfer or convey all or any of its right, title and interest under this Agreement: . a, To an RIM affiliate; b. To any successor or assignee of RIM that may result from any merger, consolidation or reorganization; or c. of RIM. To another corporation that acquires all or substantially all of the business and assets If RIM assigns, transfers or conveys its right, title and interest under this Agreement, R/N.f shall not be liable for any obligations arising under this Agreement after the date of the assignment, transfer or conveyance. ARTICLE YI CONFIDENTIALITY AND NONSOLICIT ATION 6.1 Confidential Information. From and after the date hereof. except as required by law, neither . party hereto will reveal, divulge or make known. to any person, fum or corporation any Confidential Information (as hereinafter defined) obtained by such party during the term of this relationship. "Confidential Information" means any prices, fee amounts and information with respect thereto, any 8 -OO1$9"..3.WPt) 10.21 96 02:23 PM FOg UI..I -'::::1-1 '::;''::;'b 14; ...:'::' 1- ~UI'I IU '::;' (.::::.:::::,-::<t:1"l r. .LIQ trade secrets or confidential information of either party; any business methods, practices or forms; and any business policies, sales or service techniques, or other information related to or dealing with the business of UH or RIM as applicable. "Confidential Information" does not include any information that (i) is in the public domain or hereafter becomes known to the public through no fault of the disclosing party; (ii) is subsequently obtained by the disclosing party from an independent third- party source having no obligation of confidentiality, directly or indirectly to the other party; or (Hi) the disclosure of which is required by law, including the contract between UH and ReHA dated December 14, 1984. 6.2 Nonsolicitation. During the term hereunder and for a period of three (3) years after the termination of this Agreement for any reason whatsoever, unless first authorized in writing by RIM, which authorization may be withheld in R/M's sole and absolute discretion., UH shall pot, directly or indirectly, solicit or cause others to solicit with respect to the Business (i) any person or other entity . that is, or was, within the twelve (12) month period immediately prior to the solicitation, a supplier of RIM: or any of its affiliates, or (ii) any person who, on the day hereof, is an employee of RIM or any ofits affiliates, for employment or as an'independent contractor with any person or entity. 6.3 Equitable Relief The parties acknowledge that the covenants contained in this Article VI are a material inducement to execute and deliver this Agreement and to perform the obligations required hereunder, Accordingly, each party acknowledges that the restrictions contained in the paragraphs set forth in this Article VI are reasonable and necessary for the protection of the parties hereto, and that a breach of any such restriction could not adequately-be compensated by damages in an action at law. In the event of a breach or threatened breach by a party of any of the provisions 'of this Article VI, the other party shall be entitled to obtain, without the necessity of posting bond therefor, an injunction (preliminary or permanent, or a temporary restraining order) restraining the other party from the activity or threatened activity constituting or that would constitute a breach, as well as damages and an equitable accounting of all earriings, profits and other benefits arising from a violation, which rights shall be cumulative and in addition to any other rights or remedies to which the parties may be entitled hereunder. ARTl.CLEvlI lYfiSCELLANEQUS 7.1 Governing Law. The parties agree that all disputes relating to the performance or interpretation of any term of this Agreement shall be governed by the laws of the State of Georgia without giving effect to the choice of law provision of the laws of the State of Georgia. 7.2 No WaiveLof.attJl.~h. No failure by RIM or UH to insist upon the strict performance of any covenant,. agreement, or term of this Agreement, or to exercise any right or remedy consequent on a breach theteo( shall constitute a waiver of any term. No waiver of any breach shall affect or alter 9 -OO1~m.WpD 11}. 21. 96 02:23 PM PIO IU :::>r<::<::-.>:::>o,,+ r..I..1. this Agreement, but each and every covenant, agreement and teon of this Agreement shall continue in fuU force and effect with respect to any other then existing or subsequent breach thereof '7.3 Setllabilitt-oilroYisions. If any term of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of sUch term to persons or circumstances other than those as to which . it is held invalid or unenforceable, as the case may be, shall not be affected thereby, and each term of tlU:;; Agreement shall be valid and ~nforceable to the fullest extent pennitted ~y law. 7.4 ~~~. All notices. requests, approvals, demands and other communications required or pennitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given and to be effective five (5) business days after being deposited in the United States mail as registered or ceItified matter. po:;;tag(: prep::1itl, retur.n receipt requested, addressed as follows: If to RIM:: EMS Ventures, Inc. c/o RuraJ/Metro COll'oration 8401 East Indian School Road Scottsdale, AZ 85251 Attention: General Counsel Fa."(: 602-481-3328 If to 00: University Health Services, Inc. 1350 Walton Way Augusta, GA 30901-2629 Attention: Richard H. Parks, Executive Vice President Fa."C: 706-774.8699 or at such other address as the party to whom the notice is sent shall have been designated in accordance with the provisions of this Section. 7.5 Su.ccesso.rs and A.~s~. Subject to the restrictions of Article V, this Agreement shall inure to the benefit of and shall be binding on the successors and assigns of the parties hereto. 7.6 Entire Agreement. This Agreement constitutes the entire agreement between the pnrtic9 with respect to the subject matter hereofand no amendment, modification, or change of this Agreement shall be effective unless evidenced by an instrument in Writing and signed by the party against whom.. enforcement is sought. 7.7 Modifications and Waiver. Neither this Agreement nor any term hereofmay be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the partydagainst whom the enforcement of the change, waiver, discharge or tennination is sought. 10 -OO1~92.3. \\'PO 10.21. 96 02:23 PM PI! . . 7.8 Captions. Captions to the At:ticles and Sections of this Agreement are for convenience of reference only and in no way define, limit, describe or affect the scope or intent of any part of this Agreement. 7.9 Limitation on Liability. Under no circumstance shall RIM be liable to UH for any special! incidental, consequential, indirect or e,xemplary losses or damages pertaining in any way to the provision of services under this Agreement. , 7.10 Force M~eure. Neither party shall be responsible for any loss or damage resulting from any delay or failure in performing any provision of this Agreement if the delay or failure resulted from: a. Transportation shortages, inadequate supply of labor, material or energy, or the voluntary foregoing of the right to acquire or use any of the foregoing in order to accommodate or comply with the orders, requests, regulations, recommendations or instructions of any government or any department or agency thereof; b. Compliance -with any law, rule, ruling, order, regulation, requirement or instruction of any government or any department or agency thereof; c. Acts of God; d. Third party acts which interfere with R!.M's ability to perform hereunder. Any delay resulting from any of such causes shall.extend performance accordingly or excuse pcrfonn;'l.nce in whole or in part, as may be necessary. 7. 11 .c..Qll.S:trJJ~tj')n., TIle parties hereto acknowledge and agree that each party has participated in the drafting of this Agreem~nt Ot has had the opportunity to have this Agreement reviewed by the respective legal counsel for e"-ch party.. and that the rule of construction to the effect that any ambiguities are tQ be resolved agNMt the drafting party \vi.ll not be applied to the interpretation of this Agreement. No inference in i.iwVl of, or against any pany ~hall be drawn from the fact that one party has drafted any portion hereof. 7.12 Access to Records. a. In the event this Agreement becomes subject to the provisions of Paragraph 1861 (V) (1) (I) of the Social Security Act ("Act")~ RIM agr.ees to retain and to make available, upon written request, to the Secretary ofHea1th and Human Services or to the Comptroller General of the United States, or any of their duly authorized representatives, this Agreement and the books, documents~ and records that are necessary to certify the nature and extent of the cost of Services rendered by RIM if such books, documents, and records must be made available as a condition of UH receiving reimbursement for such costs. Such books, document, and records shall be made available only during the period specified in Paragraph 1861 (V) (1) (I) of the Act. 11 ..001 S~. wt:"O 10.21.96 02:23 PM PI2 LIl_.1 -c:.J. -.J. :;"::'0 14 ~ ,~,,. r-r::UI~1 IU ~(~~~~~q .~.~~ -. ~ \. . .. '- .' - . ':- . . .' / .:~ "-;,. b. In the event RIM carries out any of its duties under this Agreement through a subcontract subject to the provisions of Paragraph 1861 (V) (1) (1) of the Act, the subcontract shall contain a clause meeting the requirements of the Act. 7.13 Equal. OJWortunity Employer. Each party represents that it is an equal opportunity employer and neither shall discriminate against any of its employees or applicants for employment on the basis of race, color, creed, sex, or national origin, nor to the extent provided by law, on the basis of age. 7.14 I:ax-exemptStatus of Hospital. UH is a tax-exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended. RIM shall not knov.ingly undertake any activity that may at any time jeopardize this ta.x-exempt status ofUH. If requested by UH with respect to the issuance of ta,"{-exempt bonds, RIM shall amend this Agreement as recommended by 00' s bond counsel to facilitate qualification as Internal Revenue Code Section 501 (c) (3) bonds. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. . EMS VENTURES, lNe. ~i.~ By: Mark E. Liebner Title: Vice President UNlVERSIlY HEAL Tn SERVIC~S, INC. ~ Title: President/CEO 12 ..QOI~~.\VPD 10. 21. SE. , TOTAL P. 13 02:2; PM Fi: