2006-059FILE REFERENCE FORM 2006-059
X Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
Other
FILES Date Initials
Amendment to Contract - Ordinance No. 2010-205 09/07/10 ) R
ORDINANCE. o~Od~ OJ`9
AN ORDINANCE OF THE CITY OF DENTON, TEXAS ACCEPTING COMPETITIVE
SEALED PROPOSALS AND AWARDING A BEST VALUE FOUR YEAR CONTRACT FOR
PATIENT CARE REPORTING AND EMERGENCY MEDICAL SERVICES (EMS) BILLING
FOR THE CITY OF DENTON FIRE DEPARTMENT; AUTHORIZING THE EXPENDITURE
OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 3403-EMERGENCY
MEDICAL SERVICES (EMS) BILLING AWARDED TO INTERMEDIX, INC.).
WHEREAS, the City has solicited, received, and tabulated competitive best value bids, for
the purchase of necessary materials, equipment, supplies or services in accordance with the
procedures of State law and City ordinances based on the best value as determined by using the
selection criteria set forth in the request for bids; and
WHEREAS, the City's selection committee has reviewed and recommended that the herein
described bids are the best value based on the selection criteria for the materials, equipment,
supplies or services as shown in the "Bid Proposals" submitted; and
WHEREAS, the City's Purchasing Agent has determined that the best value bid process
provides the best value to the City for this procurement; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1. The findings and conclusions set forth in the preamble of this ordinance are
incorporated within the body of the ordinance.
SECTION 2. The options in the following numbered bids for materials, equipment,
supplies, or services, shown in the "Bid Proposals" on file in the office of the City Purchasing
Agent, is hereby accepted and approved as being the best value based on the selection criteria
contained in the request for bids for such items:
RFP
NUMBER DESCRIPTION VENDOR AMOUNT
3403 EMS Billing Services Intermedix, Inc. Exhibit A
SECTION 3. By the acceptance and approval of the above items of the submitted bids, the
City accepts the offer of the persons submitting the bids for such items and agrees to purchase the
materials, equipment, supplies or services in accordance with the terms, specifications, standards,
quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and related
documents.
SECTION 4. The City Manager is hereby authorized to execute any and all necessary
written contracts for the performance of the services in accordance with the bids accepted and
approved herein, provided that such contracts are made in accordance with and relating to the items
specified in Section 1, which written contract(s) shall be attached hereto; provided that the written
contract is in accordance with the above Request to Submit Bids, Bid Proposals, and documents
relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and
specified sums contained therein.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with
the approved bids.
SECTION 6.
approval.
This ordinance shall become effective immediately upon its passage and
PASSED AND APPROVED this~~ 5 day of J ~~/1i(~- ,2006.
~Gr~nc/ fG ~/ ~1~
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
e~~v `„w~v.\u
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYD ,CITY ATTORNEY
BY:
3-ORD-RPP 3403
SERVICE AGREEMENT
This Service Agreement ("Agreement") entered into by and between Intermedix, Inc., a
Texas corporation with offices at 16225 Park Ten Place Drive, Suite 805, Houston, Texas 77084,
Facsimile No. (866) 724-5995 (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 (hereinafter referred to as "Provider"), is as Follows:
Recitals
WHEREAS, Provider operates, as part or all of its overall activities, an ambulance
service that provides emergency and/ornon-emergency medical and ambulance services,
including emergency medical responses, other patient encounters and/or patient ambulance
transportation (the "Services");
WHEREAS, Intennedix is a company in the business of administrating and collecting
accounts receivables that arise from services like the Services; and
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
Article One
Term and Termination
1.01 Term. The initial term of this Agreement shall be for a period of one year unless
earlier terminated pursuant to Sections 1.02 or 1.03 (such initial term, together with all
extensions thereof, shall be referred to herein as the "Term"). Unless notice is given before the
end of the initial Term by either party that it does not wish to extend the relationship, at the end
of the initial Term, this Agreement shall be automatically extended for additional, one-year
periods.
1.02 Optional Termination. Notwithstanding any provision of this Agreement to the
contrary, this Agreement may be terminated by either party, without cause and without liability
(except for continuing obligations during such period), upon 60 days advance written notice to
the other party.
1.03 Termination on Default. Either party may terminate this Agreement if (a) the
other party is in default under the terms and conditions of this Agreement and (b) the default is
not cured within 60 days of receipt of written notice specifying the default.
1.04 Obligations During Notice Period. During the 60-day notice periods specified in
Sections 1.02 and 1.03, Intermedix shall be entitled to receive compensation for all accounts
billed and/or collected with respect to the Services and shall be entitled, after the end of the
termination period to receive compensation for, all amounts billed during the termination period
but not collected until after the end of the termination period. Notwithstanding the foregoing, if
the termination on default herein shall be "for cause", lntermedix agrees that it shall not make
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telephone calls to the citizens of the City of Denton upon receipt of the notice of default. For
purposes of this section for cause means that Provider has terminated this Agreement, alleging as
one or more of the reasons for termination that representatives of Intermedix have, in their
dealings with the citizens of the City of Denton, (i) used threatening, harassing or abusive tactics
in their collection efforts or (ii) engaged in behaviors that may otherwise violate Texas or federal
laws, including those governing collection activities applicable to the activities undertaken by
lntermedix.
1.05 Obligations on Termination. Upon termination of the Agreement, for whatever
cause, Intermedix will immediately return all original medical records to Provider and may, at
intermedix's sole election, provide to Provider a digital copy on a CD-ROM of all paper record:
related to Provider.
Article Two
Billing, Remittances of Collections and Other Services
2.01 Service Provided; Exclusivity. During the Term, Intermedix shall be exclusively
responsible for the billing and collection of
(a) all charges and fees relating to the Services provided by Provider, including but
not limited to private insurance, Medicare, Medicaid, and other governmental programs
relating to
(b) all patient encounters that occur during the Term and
(c) all other patient encounters forwarded to Tntermedix for collection
(each set of such charges and fees for the Services related to an individual patient encounter may
be referred to herein as an "account" or, collectively, the "accounts").
2.02 Rate Schedule. Absent specific, written instructions by Provider to the contrary
Intermedix shall provide a rate schedule for the Services based on prevailing charges on a
national and regional basis and adjusted, as requested, for Provider's demographic service area.
Intermedix will use its reasonable best efforts to determine and use standard pricing for the
Services. The rate schedule for the Services will be available via the Web Access System (as
such term is defined below) in a format or accessible determined by Intermedix in its sole
discretion. Provider may from time-to-time and at any time, upon 30 days written notice to
lntermedix, instruct Intermedix to change one or more scheduled charges.
2.03 Place of Payment. Intermedix may accept payments at any location designated
by it and may accept payments in the name of Intermedix for the benefit of Provider or Provider.
2.04 Remittances of Collections. On each Wednesday (or the immediate following
business day should any Wednesday not be a business day in the State of Texas) of each week
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during the Term, Intermedix shall forward to Provider checks received but not deposited during
the previous week.
2.05 Copies of Records. From time to time, lntermedix may receive requests from
patients or the representatives of patients for copies of treatment records. Intermedix may bill
patients or their representatives $40.00 (but not to exceed the maximum permitted by Texas or
Federal Law, including the Texas Public Information Act) for preparation and release of records,
and the total amount billed and collected may be retained by Intennedix for its services rendered.
Provider will not receive any portion of this payment and specifically waives any right, title or
interest it may now or later claim in such payment. In return for the right to receive such
payments, Tntermedix will provide, at no charge to Provider, copies of patient treatment records
and/or other records Intermedix maintains on behalf of Provider if Provider receives a subpoena,
discovery, or public information request for such records. Provider and lntermedix agree that the
$40.00 charge referred to in this section may only be modified in writing, executed by both
parties.
Article Three
Settlements and Alternative Collection Arrangements
3.01 Payment Arrangement Authority. Provider hereby grants Intermedix authority
to enter into a payment arrangement on its behalf with patients charged for the Services if (a) the
payment is for the full amount of a bill and (b) the length of the payments does not exceed 12
months. Provider must approve payment arrangements made for any period exceeding 12
months.
3.02 Termination of Collection Efforts. If active collection efforts with respect to any
account have been unsuccessful for 240 days or more, Intermedix shall have the right to
terminate collection efforts with respect to such account and close the account as an unpaid debt.
In addition, Intermedix may terminate or suspend collection efforts if Provider has supplied
lntermedix with incomplete or inaccurate billing and/or patient information. In either event,
Intermedix shall upon termination or suspension, immediately forward to Provider all records of
lntermedix collection efforts, at no charge to Provider, and cease all collection activity.
Intermedix shall not be entitled to compensation under this Agreement with respect to accounts
on which it has terminated collection efforts.
3.03 Termination of Activities after end of Term. Intermedix agrees that it will
cease all collection activities on all accounts by 11:59:59 PM on the 90`h day after the end of
either the Term or the termination date, whichever occurs earlier.
Article Four
Compensation
4.01 Compensation. With respect to accounts collected during the Term and all
accounts billed during the Term and collected after the Term, Intermedix shall be compensated
and paid in accordance with the following schedule:
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a. 11.0% of the total amount collected on each account.
b. An additional 1.8% if payment is made by a credit card.
4.02 Obligation for Payment. Payment in accordance with Section 4.01 shall be due
and owing to Intermedix by Provider for all accounts collected during the Term and collected
after the Term but billed during the Term regardless of whether payment was made to Intermedix
or to Provider and regardless of whether Intermedix is used as the billing agent. Intermedix and
Provider agree that the purpose of this section is to guarantee that Intermedix is the sole person
engaging in billing services on behalf of Provider. Intermedix acknowledges that the Provider
has an existing contract for accounts that are considered delinquent or in a "collections service"
status and will not bill for those accounts. [ntermedix will provide on-line reports via the web
access system to the Provider outlining those accounts which have exceeded the 240-day limit as
outlined in Section 3.02 above and are eligible for collections status.
Article Five
Records and Reporting
5.01 Secure Website Access. Intermedix shall maintain records regarding Provider's
accounts, collections and patient encounters on a secure Website (the "Web Database")
accessible with the Web Access System (as such term is defined below). Provider understands
and agrees that the medical information available on the Web Database is private and
confidential medical data that is protected as PHI (as such term is defined in Section 1 I.01
hereof) under Federal Law. Provider further understands and agrees that the Web Database
contains other proprietary and confidential information that Provider may not share with third
parties. Provider agrees to maintain the confidentiality ofsuch information. Further, Provider
shall limit access to the Web Database to its authorized personnel who have completed and
signed an access form. Provider understands and agrees that Intermedix must receive and review
each access form prior to activating any person's access to the Web Database. Provider
understands and agrees that to maintain the confidentiality of the Web Database; Provider must
provide Intermedix immediate, written notice of the termination of any person with access to the
Web Database. Provider understands and agrees that Intermedix shall use its reasonable best
efforts to maintain the security of the Web Access System, and that it is the sole responsibility of
the Provider to maintain password security relating to Provider's personnel or other breaches
beyond Intermedix's reasonable control.
5.02 Records of Patient Encounters.
(a) Provider shall use its reasonable best efforts to forward all original
medical records of each patient encounter to Intermedix within 10 days of such patient
encounter. Such records shall be deemed to be the property of Provider, but Intermedix shall
have the right to duplicate and retain paper or electronic copies of the records. If the records exist
only in electronic form, each electronic copy shall be deemed to be an original for the purposes
of this Agreement.
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(b) Provider acknowledges that Intermedix has no responsibility for
complying with all provisions of Title 42 CFR Section 410.40 which states, in part, that an
ambulance service bears the responsibility for obtaining Physician Certification Statements
(PCB's). Provider further understands and concurs that Intermedix is neither an ambulance
service nor ambulance provider within the definitions as set forth by the Centers for Medicare
and Medicaid Services.
5.03 Requests for Copies. Requests for copies of medical records should be submitted
directly to Intermedix. Either Intermedix or Provider may authorize release of the records such
that the release is in accordance with the standards and time requirements established by State
and Federal law.
5.04 Texas Department of State Health Services Reports. Intermedix will be
responsible for reporting all required information regarding patient encounters and trauma to the
Texas Department of State Health Services.
5.05 Activity Reports. Intermedix will grant to Provider electronic access to all
records on file regarding Provider including, but not limited to, patient care reports, medical
records, billing records, correspondence regarding accounts, and statistical records on the
Provider's medical personnel. Other than during periods of routine systems maintenance, the
aforementioned information will be dynamic, real-time information and made available 24 hours
per day, 365 days per year, throughout the term of this agreement.
5.06 Information Received by Provider. To the extent that Provider receives
payments or original copies of documentation directly, Provider shall forward to Intermedix
copies of checks, Explanations of Benefits and/or other documentation within ten (10) days of
the date of receipt of payment by Provider.
5.07 Statistical Data. Provider understands and agrees that Intermedix's Web
Database will maintain statistical data regarding collections and medical encounters reflecting
data as it is entered in the Web Database by lntermedix or Provider. The format and content of
the statistical data reports available in the Web Database will be established and defined by
lntennedix, and Intermedix may add, delete or~modify the content and types of reports available
without notice to Provider. Notwithstanding its right to change the form of such reports the
available data in the reports shall include, at a minimum, a list of the accounts open and closed,
the statement amount due for each account, the amount paid for each account and the date each
account was open and closed. Provider further~understands and agrees that, to the extent that it
enters information into the Web Database, such information will be used in calculating the
statistical data. To the extent that the information Provider enters is in error, the statistical data
and calculations may also contain errors. Provider understands and agrees that Intermedix shall
not be responsible for any such statistical errors caused by incorrectly entered data or for the
correction of incorrectly entered data.
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Article Six
Web Database Access and Data Management
6.01 Web Access System. Intermedix will grant to Provider electronic access to all
records on file regarding Provider including, but not limited to, medical records, billing records,
correspondence regarding accounts, and records on personnel including credentials. It shall be
the responsibility of Provider to provide its own necessary computer equipment, computer
communication equipment capable of connecting to the Internet and accessing Intermedix's
Internet server (hereinafter referred to as "Web Access System") and Internet access. Provider
will be solely responsible for maintaining and upgrading its computer equipment as necessary to
access the Web Access System. Provider acknowledges and agrees that it may have obligations
under various state and federal laws to maintain patient privacy with respect to certain patient
information.
6.02 Web Access System Training. Upon written request of Provider, Intermedix will
provide an annual, on-site training class on the use of the Web Access System at a time
determined to be mutually convenient to the parties.
6.03 Compliance with Texas State Records Retention Schedule. The information
Intermedix maintains on behalf of Provider shall be retained and maintained in accordance with
the provisions of Local Schedule PS of the Texas State Records Retention Schedule as maybe
promulgated by the Texas State Library and Archives Commission from time to time and as
adopted by Provider. Notwithstanding the foregoing, Provider understands and agrees that
[ntermedix is agreeing to maintain and retain such records only during the Term of and pursuant
to the provisions of this Agreement. Provider further understands and agrees that Intermedix will
comply with the provisions of this section at the termination of this Agreement by providing
written or electronic copies of such records to Provider. After such copy is provided, Intermedix
shall have no further obligations under this section.
Article Seven
Support Services
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 Eight
Indemnification and Fidelity Bond
8.01 Intermedix's Indemnification. Intermedix shall indemnify and hold harmless
Provider from and against claims, damages, losses and expenses, including but not limited to
attorneys' fees, arising out of or resulting from Intermedix's performance, but only to the extent
caused by the willful misconduct or the negligent acts or omissions of Intermedix. The
indemnification provided for herein shall not be applicable to any claim of adjustment or request
for reimbursement made by an insurance company or any servicing agency for Medicare or
Medicaid that maybe made as the result of an audit of claims made or governmental regulations
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or laws, including Intermedix's fees charged, except for any adjustments or claims for
reimbursement made as a direct result of Intermedix's error.
8.02 Fidelity Bond. Intermedix shall keep and maintain during the term of this
Agreement a fidelity bond with a qualified insurer of no less than $50,000.00.
8.03 Insurance. Intermedix shall keep and maintain during the term of this Agreement
general liability insurance with a qualified insurer of no less than $1,000,000.00.
Article Nine
Confidentiality
9.01 Web Database; Web Servers; Other Property of Intermedix. 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.
9.02 Fact of Contractual Relationship May Be Disclosed. Notwithstanding the
foregoing, either party may, without the prior written consent of the other party, disclose the
existence of a contractual relationship betweeri the parties.
Article Ten
Audit
10.01 Accurate Books and Records.~During the Term and for a period of three (3)
years thereafter, each party agrees to maintain accurate books and records associated with the
billing and collections made the subject of this Agreement.
10.02 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
directly 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 at the sole cost and expense of the party
conducting the audit.
10.03 Penalty for Underpayment. 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 often percent (10%) per annum from
the date(s) of nonpayment.
Article Eleven
Protected Health Information
11.01 HIPAA Compliance. Intermedix shall carry out obligations under this
Agreement in compliance with the privacy regulations pursuant to Public Law 104-191 of
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August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996,
Subtitle F -Administrative Simplification, Sections 261, et seq., as amended ("HII'AA"), 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.
a To mitigate, to the extent practicable, any harmful effect that is known to
Intennedix 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 10 days of the request by Provider on behalf of the
individual;
g. Incorporate any amendments to PHI when notified to do so by Provider;
h. Provide an accounting of all uses or disclosures of PHI made by Intermedix as
required under the HIPAA privacy rule within 60 days; and
i. Make its internal practices, books and records relating to the use and disclosure
of PHI available to the Secretary of the Department of Health and Human Services for
purposes of determining Tntermedix's and Provider's compliance with HIPAA.
11.02 HIPAA Disclosures. The specifc uses and disclosures of PHI that maybe 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;
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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.
Article Twelve
Miscellaneous
12.01 No Waiver. 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.
12.02 Provisions Construed Separately. The parties agree that each provision of this
Agreement shall be construed as separable and. divisible from every other provision and that the
enforceability of any one provision shall not limit the enforceability, in whole or in part, of any
other provision hereof. In the event that a court of competent jurisdiction determines that any
term or provision herein shall be invalid or unenforceable, the remaining terms and provisions of
this Agreement shall not be affected thereby, and shall be interpreted as if the invalid term or
provision were not a part hereof.
12.03 Final Agreement. This Agreement 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.
12.04 Performance of Agreement, Venue; Choice of Law. Provider understands and
agrees that [ntermedix will be performing this contract in Harris 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 Denton County, Texas. The provisions of this Agreement shall be determined in
accordance with the laws of the State of Texas excluding the choice of law provisions thereof.
12.05 Headings. The headings of this~,Agreement are for ease of reference only and are
not intended to limit or restrict the terms hereof.
12.06 Binding Nature of Agreement. This Agreement is binding upon the heirs, legal
representatives, successors and assigns of the parties hereto.
12.07 Compliance with Laws Generally. Intermedix shall comply with all applicable
laws, orders, rules, or regulations of all governmental agencies bearing on its performance
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hereunder. If so requested by Provider, Intermedix shall submit appropriate evidence of such
compliance.
12.08 Independent Contractor. It is understood and agreed that Intermedix is an
independent contractor. Nothing herein contained shall be construed to create any partnership,
joint venture, or joint enterprise between the parties.
12.09 Non-Profit Status Determination Letter. [f Provider is a not-for-profit entity,
Provider shall provide a duplicate of its letter determining its not-for-profit status with the
Internal Revenue Service. In providing such letter, Provider further represents and warrants to
Intermedix that it has done every act necessary to maintain its not-for-profit status with the
Internal Revenue Service and is not aware of any pending, threatened or actual revocation of its
not-for-profit status.
12.10 Appendices. Intermedix and Provider may enter into various appendices to this
Agreement from time to time and at any time regarding additional services. Such appendices
shall be considered part of this Agreement as if set forth herein at length unless such appendix
provides otherwise.
12.11 Notices. Intermedix's address and facsimile number are as listed in the opening
paragraph above. Provider's address and facsimile number are as listed below its signature.
Should either party change addresses or facsimile numbers, such party will notify the other of its
new information, in writing, within 30 days of such change of information. Notices required or
permitted to be given hereunder shall be deemed to be given the day they are mailed or faxed and
shall be deemed to be received the same day if~by fax (provided the sender has a fax machine/fax
database generated proof of receipt) and in three days if by mail.
[ONLY SIGNATURE'SECTION TO FOLLOW]
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EXECUTED on theo!~5~day of 1 j~ / 200~J, and EFFECTIVE as of the ~~`
day of ~b~ 00~-
INTERMEDIX
Intermedix, Inc.
By:
eremy Ma rn, President
PROVIDER
Name: City of Denton
Type of Entity: Government
For Profit X Not for Profit
By: C
Howard Martin
Title: Interim City Manager
ADDRESS OF PROVIDER
215 E. McKi
Denton, TX 76201
Facsimile No.:
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