Hospital Medicine Services

TARRANT COUNTY

HOSPITAL DISTRICT d/b/a

JPS HEALTH NETWORK

REQUEST FOR QUALIFICATIONS FOR PROFESSIONAL SERVICES #20261366385 Hospital Medicine Services

The Tarrant County Hospital District d/b/a JPS Health Network (the "District") is seeking proposals for the provision of Hospital Medicine.

The District will reject any proposal that fails to comply in all respects with the instructions set forth herein for responding to this Solicitation. NO EXCEPTIONS WILL BE MADE, even if you are a current or prior vendor for the District. The contract awarded, if any, under and pursuant to this Solicitation shall supersede any previous contract, bid, or GPO agreement for the products or services described herein.

Release Date: 04/13/2026

Response Deadline: 05/04/2026, 2:00 p.m. CST

OVERVIEW

INTRODUCTION AND OVERVIEW

The District desires to award a contract or contracts based upon vendor proposals ("Solicitation Response(s)") to this Solicitation ("Solicitation"). The District is soliciting vendor proposals from vendors capable of supplying the District with certain Professional and Consulting Services pursuant to the Texas Government Code 2254 - namely, Hospital Medicine Services (the "Service(s)"), as set forth and specified herein (See Section II below, BUSINESS REQUIREMENTS, attached hereto and incorporated herein for all purposes). All Solicitation Responses must be delivered to the District by the date and time, and in the manner specified in Section I.B hereof to be considered an Solicitation Response by the District. It is the sole responsibility of the vendor submitting a Solicitation Response ("Respondent") to ensure that its Solicitation Response is delivered to the proper location on time and in the manner set forth herein.

A Solicitation Response does not commit the District to accept such Solicitation Response or to award a contract based on any Solicitation Response ("Contract Award") merely because a Solicitation Response may propose the lowest price for the Services. The District expressly reserves the right to base any Contract Award hereunder upon its evaluation of all relevant factors regarding the vendor, including, but not limited to, Service pricing and terms, management experience and expertise, industry reputation and profile, performance history, support services, location and accessibility, and any other information relevant to its evaluation. Qualifications and omissions will be taken into account when evaluating vendor solicitation responses. A Solicitation Response that does not meet the minimum requirements set forth in Section II below, BUSINESS REQUIREMENTS, will be disqualified.

This Solicitation is not an order and does not commit the District to pay for any costs incurred by the prospective vendor in the preparation or submission of the Solicitation or in the procurement of the Service. Service quantity estimates used herein may or may not reflect actual quantities needed or used by the District in the future, and do not commit the District to order specific Service quantities. Any Solicitation Response accompanied by terms and conditions that conflict with this Solicitation may be rejected by the District.

The District reserves the right to reject any or all Solicitation Responses and to issue a Contract Award or not to issue a Contract Award based solely on the Solicitation Responses received by the District in response to this Solicitation. However, prior to making any award hereunder, the District also reserves the right to engage in additional discussions with one or more of the vendors responding to this Solicitation.

Any prospective Respondent may request an explanation or interpretation of any portion of this Solicitation by complying with the request procedure described in Section I.C.2 below. The responses, if any, of the District to such requests are subject to and will be in the form of amendment to the Solicitation and will comply with the provisions of Section I.C.2 below. The District may elect not to respond to any or all such requests received from prospective Respondents.

SMALL OR HISTORICALLY UNDERUTILIZED BUSINESS PARTICIPATION

The District maintains a policy of encouraging and engaging in business transactions with vendors who HUB are small or historically underutilized businesses. The District establishes a 25% good faith target goal. The District also encourages its vendors to utilize subcontractors and vendors who qualify and are certified under applicable law as HUBs. HUB Respondents are also strongly encouraged to subcontract to other HUBs to expand HUB participation beyond Respondent's own self-performance. HUB Respondents should identify and list HUB subcontractors and other relevant information under the appropriate Solicitation Response section(s) and on the Good Faith Form (Exhibit F). Prior to the Contract Award, a Respondent's good faith efforts to utilize HUB subcontractors and vendors in its business transactions shall be part of the criteria under which the vendor proposals will be considered. Each Respondent will be required to show in its Solicitation Response its efforts to utilize HUB subcontractors and vendors in its business transactions.

VENDOR PORTAL

Prior to the District's consideration of a Respondent's Solicitation Response each Respondent is required to register as a vendor in the District's online vendor portal, B2Gnow, located on the District's Website at: .

The District will monitor contract compliance via B2GNow. The prime vendor and any subcontractors awarded contracts as a result of this Solicitation are required to use the secure web-based system to submit project information including, but not limited to, monthly progress payment reports and other information related to HUB participation. The District may require additional information related to the contract to be provided electronically through the system at any time before, during, or after contract award. Noncompliance may result in exclusion of a vendor from future contract opportunities with the District.

REPORTING

This contract is subject to compliance tracking, and the prime contractor and any subcontractors are required to provide any noted and/or requested contract compliance-related data electronically in the Vendor Portal, also known as B2GNow. The prime contractor and all subcontractors are responsible for responding by the due date and to check the B2GNow Portal on a regular basis to manage contact information and contract records. The prime contractor is responsible for ensuring all subcontractors have completed all requested items and that their contact information is accurate and up-to-date. The JPS Health Network and its designated personnel may require additional information related to the contract to be provided electronically through the system at any time before, during, or after contract award.

Information related to contractor access of the system will be provided to a designated point of contact with each contractor upon award of the contract. B2GNow is web-based and can be accessed at the following Internet address: .

COMPLIANCE WITH TEXAS GOVERNMENT CODE SECTION 2252.908

Please note that Texas Government Code Section 2252.908 does not require any action until after a vendor has been awarded and a contract is ready for the District's Board of Managers approval. Form 1295s require the District's contract tracking number, which does not exist until after a vendor has been awarded.

Texas Government Code Section 2252.908 ("Section 2252.908") states that a governmental entity or state agency may not enter into certain contracts with a business entity unless the business entity submits Form 1295, a disclosure of interested parties, to the governmental entity or state agency at the time the business entity submits the signed contract to the governmental entity or state agency. Section 2252.908 applies to all contracts entered into from and after January 1, 2016 between business entities and Texas governmental entities and state agencies which meet either one of the following criteria:

1. the contract requires a vote of the governing body of the Texas governmental entity, or

2. the contract has a contractual value of at least $1 Million.

The Texas Ethics Commission has adopted a Certificate of Interested Parties form ("Form 1295") and has made it available on the TEC website.

In 2017 Section 2252.908 was amended to provide that the requirements of Section 2252.908 do not apply to the following contracts entered into or amended after January 1, 2018:

1. a contract with a publicly traded business entity, including a wholly owned subsidiary of the business entity;

2. a contract with an electric utility, as that term is defined by Section 31.002, Texas Utilities Code; or

3. a contract with a gas utility, as that term is defined by Section 121.001, Texas Utilities Code.

In the event a Contract Award is issued pursuant to this Solicitation, the Respondent receiving the Contract Award shall be required to comply with the provisions of Section 2252.908, Texas Government Code, and the Chapter 46 Rules of the TEC, prior to entry into a contract with the District. The TEC has posted a video tutorial to its website for business entity filings of Form 1295. The TEC video provides step-by-step tutorials for creating login accounts for the business entity for completing and filing Form 1295. The TEC video tutorials can be viewed on its website at:

The TEC's FAQs are posted on its website at:

COMPLIANCE WITH TEXAS GOVERNMENT CODE 2271 (Boycott of Israel Prohibited)

In 2017 Texas Government Code Section et seq. was enacted to provide that a Texas governmental entity is prohibited from entering into a contract with a company unless the contract contains a written verification by the company that (i) the company does not boycott Israel, and (ii) the company will not boycott Israel during the term of the contract. The requirement was modified in 2019 to apply only to contracts with a value of $100,000 or more that are made with a company (not including sole proprietorships) with 10 or more full-time employees. The term "boycott Israel" is defined in Section of the Texas Government Code and means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict harm on, or limit commercial relationships specifically with Israel, or with a person or entity doing business in Israel or in an Israel-controlled territory, but does not include an action made for ordinary business purposes. Any awarded contract must comply with the verification requirements in Texas Government Code Section , and a Respondent's failure or refusal to comply will result in the withdrawal of the Contract Award. Respondents should ensure they and their affiliates do not appear on the Texas Comptroller's .

COMPLIANCE WITH TEXAS GOVERNMENT CODE SECTIONS 2252.151 et seq. (Scrutinized Business Operations in Sudan, Iran, or with Designated Foreign Terrorist Organizations Prohibited)

In 2017 Texas Government Code Chapter 2252 was amended by adding Sections et seq. to provide that a Texas governmental entity is prohibited from entering into a contract with a company that engages in certain scrutinized business operations in Sudan, Iran, or with foreign terrorist organizations. A Texas government entity may not enter into a contract with a "scrutinized company" as defined in Section of the Texas Government Code. Respondents should ensure that they and their affiliates do not appear on the Texas Comptroller's . The District is from entering into a contract with a company on such a list (including a company with any affiliate on the list).

COMPLIANCE WITH TEXAS GOVERNMENT CODE 2274 (Discrimination Against Firearm Entities or Firearm Trade Associations Prohibited)

In 2021, Texas Government Code Chapter was enacted to provide that a Texas governmental entity is prohibited from entering into a contract with a company unless the contract contains a written verification by the company that (i) the company does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, and (ii) the company will not discriminate against a firearm entity or firearm trade association during the term of the contract. The requirement applies only to contracts with a value of $100,000 or more that are made with a company (not including sole proprietorships) with 10 or more full-time employees. The requirement does not apply to sole source contracts or competitive solicitations-related contracts where no respondent can provide the verification required. (See Sec. ). The term "discriminate against a firearm entity or firearm trade association" is defined in Texas Government Code Section and means, with respect to the entity or association, to: (i) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (iii) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; the term does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship: (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency; or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association. Any awarded contract must comply with the verification requirements in Texas Government Code Section , and a Respondent's failure or refusal to comply will result in the withdrawal of the Contract Award.

COMPLIANCE WITH TEXAS GOVERNMENT CODE 2276 (Boycott of Certain Energy Companies Prohibited)

In 2021, Texas Government Code Chapter was enacted to provide that a Texas governmental entity is prohibited from entering into a contract with a company unless the contract contains a written verification by the company that (i) the company does not boycott energy companies, and (ii) the company will not boycott energy companies during the term of the contract. The requirement applies only to contracts with a value of $100,000 or more that are made with a company (not including sole proprietorships) with 10 or more full-time employees. The term "boycott energy company" is defined in Section of the Texas Government Code and means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company: (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by subsection (A). Any awarded contract must comply with the verification requirements in Texas Government Code Section , and a Respondent's failure or refusal to comply will result in the withdrawal of the Contract Award.

TEXAS PUBLIC INFORMATION ACT

Each Respondent acknowledges that the District is a governmental body operating under and subject to the provisions of the Texas Public Information Act ("TPIA") (Chapter 552 of the Texas Government Code) and thereby acknowledges that certain information collected, assembled, or maintained in connection with the transaction of official business by a governmental body is considered public information potentially subject to disclosure pursuant to a valid TPIA request. Respondent is responsible for challenging any requests for information it considers confidential under the TPIA. The requirements of Subchapter J, Chapter 552 of the Texas Government Code apply to this bid, and the contractor or vendor agrees that that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. Respondents should consult the Attorney General's website () for information concerning the application of the provisions of the TPIA to proposals and proprietary vendor information.

SOLICITATION RESPONSE REQUIREMENTS, CONDITIONS AND RELATED INFORMATION

Preparation of Solicitation Response.

Each Respondent should carefully examine and familiarize itself with this Solicitation and all exhibits, drawings, specifications, and instructions regarding the Services included in this Solicitation (collectively, the "Solicitation Documents"). Each Respondent, by submitting a Solicitation Proposal, represents that Respondent has read and understands this Solicitation and the drawings, exhibits attached to this Solicitation.

Each Solicitation Response shall be fully completed, shall contain all the information required from the Respondent by this Solicitation, including the Vendor Certification Form attached hereto as Exhibit D ("Required Information"), and shall be signed and executed, on the Signature Form attached hereto as Exhibit B by an officer or other authorized representative of the Respondent. Each page of a Solicitation Response shall contain the company name of the Respondent. A Respondent's failure to provide any of the Required Information in its Solicitation Response, or the failure of the Solicitation Response to contain the signature of Respondent's officer or other duly authorized representative, may result in the District's disqualification of such Solicitation Response. The Required Information shall include detailed information regarding the Respondent's historical efforts (for the last year) to utilize HUB subcontractors and vendors in its prior business transactions and shall include such detailed information in its Solicitation Response.

Each Respondent shall be responsible for and shall bear all costs for the preparation and presentation of its Solicitation Response. Unless otherwise designated by Respondent and agreed by the District, the Solicitation Response and all drawings, materials, supporting documentation, manuals, etc. submitted with any Solicitation Response ("Submitted Materials") will, immediately upon submission, become the property of the District. After the date upon which the final vendor is selected (See Section I.C.1 below) Respondents may request the return of the Submitted Materials. However, all costs associated with returning the Submitted Materials to a Respondent shall be born and paid in advance by the Respondent.

The District does not guarantee the confidentiality of any Submitted Materials. Each Respondent, by submitting a Solicitation Response, acknowledges and agrees that any Submitted Materials will be distributed or made available to appropriate District personnel and consultants involved in this Solicitation process, and further understands that the Submitted Materials may be subject to disclosure pursuant to the TPIA. Information considered proprietary by a Respondent should be clearly marked "Proprietary" when submitted with a Solicitation Response.

The District reserves the right to modify and/or supplement this Solicitation by amendment issued by the District prior to the date and time of the Response Deadline (defined herein). Any such amendments will be posted online prior to the Response Deadline at the same District internet site where this Solicitation is kept available for solicitation of Solicitation Responses. It is the responsibility of each Respondent to check that internet site frequently to determine if any amendments have been issued.

The District reserves the right to withdraw this Solicitation, at its sole discretion, from any or all prospective vendors and Respondents at any time, before or after the Response Deadline. The withdrawal, if ever, of this Solicitation shall be effective upon the District's issuance of written notice posted online at the same District internet site where this Solicitation is kept available for solicitation of Solicitation Responses, which notice may also be sent by the District to the prospective Respondents in any manner deemed reasonable by the District.

Form of Contract.

Any Respondent awarded a contract with the District for the purchase and sale of the products and/or services pursuant to this Solicitation shall be required to execute an agreement between the Respondent and the District which shall in all material respects contain the terms and conditions set forth in Exhibit C (Contract Terms), which is attached hereto and incorporated herein for all purposes. The District will not agree to change the Contract Terms except under unusual circumstances approved in the sole discretion of the District and its legal counsel. The District will entertain changes to the Contract Terms to the limited extent required to conform the unique terms of the Solicitation Response to the Contract Terms (e.g., unique payment provisions, terms and conditions). The District reserves the right to approve or reject any proposed changes to the Contract Terms submitted by Respondents.

IF ANY RESPONDENT PROPOSES CHANGES TO THE CONTRACT TERMS THE RESPONDENT MUST DO SO BY PROVIDING A REDLINE IN RESPONSE TO EXHIBIT C, THE VENDOR'S PROPOSED REVISIONS SHOWING ALL PROPOSED EXCEPTIONS, ADDITIONS, DELETIONS AND/OR REVISIONS TO THE REQUIRED CONTRACT TERMS. A RESPONDENT'S ATTEMPT TO PROVIDE ITS PROPOSED EXCEPTIONS, ADDITIONS, DELETIONS AND/OR REVISIONS IN ANY MANNER OTHER THAN AS INSTRUCTED MAY RESULT IN THE DISTRICT'S REJECTION OF THE RESPONSE WITHOUT FURTHER EXAMINATION.

Respondents may not request additional changes to the Contract Terms after the Solicitation Response has been submitted to the District, nor will the District agree to negotiate any requested changes to the Contract Terms which are not included with the Solicitation Response in the manner and form set forth above in this section I.B.2 and in Exhibit C.

Submission of Solicitation Responses.

All Solicitation Responses shall be submitted to the District as follows:

All Solicitation Responses must be electronically submitted via file upload at this website: . Please ensure this RFQP# is entered in the "Bidding Opportunity Num" field on the Response Form, as well as in the file name(s) of each uploaded file. The proposal (except for any redline of the Contract Terms) must be submitted in a format that preserves graphic appearance, such as portable document format (PDF) or other digital image format that is platform-independent and easily readable without purchased software. If you submit a redline in response to Exhibit C, you must provide an editable, unlocked/unsecured version of the redline with your Solicitation Response (preferably in track changes).

An attempted award will be deemed invalid if the Respondent, upon award of a contract (if ever), is not registered with JPS Vendor Portal () or is not in compliance with the District's requirements for vendor credentialing.

Respondents must submit the Solicitation Response as follows: the file name(s) of each file making up the Solicitation Response must begin with (i) the RFQP# followed by (ii) the Respondent's name. Also, the cover page of the Solicitation Response must state the following: (i) the name and address of the Respondent, (ii) the Response Deadline, and (iii) the Solicitation number. Please put the RFQP# in the "Bidding Opportunity Num" field on the Response Form.

Unless otherwise expressly provided in this Solicitation or in any amendment to this Solicitation, no Respondent shall modify or cancel the Solicitation Response or any part thereof for thirty (30) days after the Response Deadline. Respondents may withdraw Solicitation Proposals at any time before the Solicitation Proposals are opened by the District, but may not resubmit them. No Solicitation Proposal may be withdrawn or modified after the Solicitation Proposal deadline

Solicitation Proposals will not be considered if they show any omissions, alterations of required forms, additions or conditions not requested or irregularities of any kind. However, the District reserves the right to waive any irregularities and to make the award in the best interest of the District.

The Respondent acknowledges the right of the District to reject any or all Solicitation Responses and to waive any informality or irregularity in any Solicitation Response received. In addition, the District reserves the right to reject any Solicitation Response if the Respondent failed to submit the data, information or documents required by this Solicitation, or if the Solicitation Proposal is in any way incomplete or irregular.

Failure to follow the instructions regarding the submission of Solicitation Responses may result in the District's disqualification of such Solicitation Responses.

Solicitation Responses are due on or before 05/04/2026, 2:00 p.m. CST ("Response Deadline"). The Response Deadline may be extended by the District upon amendment to this Solicitation issued prior to the then-existing Response Deadline. Solicitation Responses are not scheduled for public opening. No email, telephone, telephonic, or FAX Solicitation Responses will be accepted. The District will not be responsible for missing, lost, or late deliveries. Solicitation Proposals delivered after the Response Deadline will not be accepted or considered under any circumstances.

Each Solicitation Response shall contain the completed form entitled, "Vendor Certification Form" set forth on Exhibit D which is attached hereto and incorporated herein for all purposes.

Each Solicitation Response shall contain the completed form entitled "Conflict of Interest Questionnaire" set forth on Exhibit E which is attached hereto and incorporated herein for all purposes and shall return the Conflict of Interest Questionnaire with its Solicitation Response.

SOLICITATION SCHEDULE AND RELATED INFORMATION

Estimated Schedule

Pre-Proposal Conference. No Pre-Proposal Conference will be conducted.

Milestone Dates. Milestone Dates are estimated for planning purposes only and are subject to change.

District Solicitation Contact

Respondents may, in the manner prescribed herein, present requests ("Submission Questions") for an explanation, clarification or interpretation of the BUSINESS REQUIREMENTS in this Solicitation and/or other requirements for submission of Solicitation Responses to the Solicitation Contact identified below during the proposal submission period. All Submission Questions must be submitted in a Questions Submission Form (attached to the Bidding Opportunity) as an editable Excel document. All Submission Questions must be electronically submitted via file upload at this website: , and must reference the appropriate pages and sections number of this Solicitation that are the subject of such Submission Questions. The file name of the Questions Submission Form must begin with (i) the RFP# followed by (ii) the Respondent's name. The final date and time to submit Submission Questions 04/23/2026, 2:00 p.m. Central Time. NO PHONES CALLS PLEASE. Confirmation of the delivery of Submission Questions to the District is the sole responsibility of the Respondent. The District may, in its sole discretion, elect not to answer or respond to any or all Submission Questions it receives, and the failure of refusal of the District to answer or respond to any Submission Question will not affect, in any way, this Solicitation. Submission Questions may be informally addressed during the Pre-Proposal Conference; provided, however, that no answer or response to any Submission Question by any representative of the District shall be effective unless and until it is issued by the District in writing in the form of one or more addenda to the Solicitation, and has been posted to the District's Solicitation website link prior to the Response Deadline. It is the responsibility of each Respondent to check the website for all addenda to the Solicitation up to the Response Deadline. Prospective vendors are advised that no District employee other than the Solicitation Contact is empowered to make binding statements regarding this Solicitation, and no statements, clarifications, or corrections regarding this Solicitation are valid or binding on the District except those issued in writing by the Solicitation Contact as addenda to the Solicitation.

Contact between Respondents and the District, other than in the manner described and set forth in this Section I.C.2, during the Solicitation Response submission period or evaluation period is prohibited. Any attempt by a Respondent to engage in prohibited contact with the District or the Solicitation Contact may result in disqualification of its Solicitation Response.

The Solicitation Contact is:

Kerron Haywood, Sourcing & Contracts Specialist

Supply Chain Department

JPS Health Network

JPS Purchasing Office

1500 S. Main Street

Fort Worth, TX 76104

Email:

District's Solicitation website link:

Solicitation Response submission website link:

BUSINESS REQUIREMENTS

INTRODUCTION

To meet the District's demand for professional services, the District utilizes a proposal called an RFQP (Request for Qualifications). Professional services are those services identified by the Texas Government Code 2254. These services are not necessarily evaluated on the "best price," but rather evaluated for the quality and level of service each professional provides. In this RFQP #[RFQP # and description], the District is requesting proposals from qualified vendors to provide Hospital Medicine Servies.

BACKGROUND

The Tarrant County Hospital District, known as ("District"), is a tax-supported organization serving the healthcare needs of families across Tarrant County. JPS provides adult inpatient care at John Peter Smith Hospital, a facility licensed for 582 beds and located in Fort Worth, Texas. JPS has served as a Level I Trauma Center for Tarrant County for over a decade and is currently the largest training institution in Fort Worth.

The health network offers comprehensive services including primary care, specialty care, and pharmacy at more than 25 community locations. JPS is dedicated to providing a full continuum of behavioral health services, including inpatient services at Trinity Springs Pavilion, emergency behavioral health services at our Psychiatric Emergency Center, outpatient services at our JPS clinics, and mental health services for children and adolescents through programs like .

JPS is governed by an eleven (11) member Board of Managers, whose members are appointed by the Tarrant County Commissioners Court.

PROJECT SCOPE

The District is seeking proposals from respondents for the provision of Hospital Medicine Services. Respondents should have the ability to make available a sufficient number of providers to furnish Hospital Medicine Services as required by the District, 24 hours per day, 7 days per week, 365 days per year. Respondents should furnish a detailed description of their qualifications and specific experience in trauma centers, teaching institutions, along with a proposed leadership structure.

Services shall include provision of professional medical care in the Hospital Medicine Specialty (through licensed and qualified professionals referred to as "Providers") and program management of the service line to effectively and efficiently operate in a manner that meets the District's expectations with respect to the service's quality, compliance, performance, and patient / provider satisfaction.

MINIMUM REQUIREMENTS

Respondent's proposal must be comprehensive and incorporate proven strategies to establish superior levels of performance, quality, service, compliance, and patient satisfaction. The Respondent must be knowledgeable about industry standards and performance and quality metrics and bring proven strategies to establish superior levels of performance, efficiency, quality, service and physician and patient satisfaction. Respondent shall describe all physician staffing, software, equipment, supplies, philosophies and strategies, performance metrics tracking systems and other materials necessary to provide the Services. The detailed proposal must outline a written compensation structure. The compensation proposal shall must reflect the two distinct services being requested: (1) Medical Services and (2) Administrative Services.

District shall have the right to modify the scope of any or all of the Services to be provided by the Respondent.

Physicians:

The successful Respondent must have the ability to employ qualified Board certified or eligible physicians duly licensed to practice medicine in the State of and qualified as doctors of medicine or osteopathy to furnish hospitalist services. Physicians should be enrolled as a Medicare provider and eligible to participate in Government Health programs, maintain the clinical privileges necessary to provide healthcare services to the District and maintain a current registration to prescribe controlled substances with the DEA.

Physicians must maintain membership in good standing on the Active medical staff of the District, to patients assigned to the hospitalist program, in accordance with applicable law and with the current medical standards in the community. Patients assigned to the Hospitalist Program include all unassigned medical patients requiring admission to the hospital, in addition to all patients referred to the Hospitalist Program by request of other staff physicians. The District retains the right to approve all physicians employed by the service provider.

Coverage:

Qualified and fully credentialed physicians must be on-site at all times (24/7/365). On-site and on-call coverage will be scheduled in a manner necessary to meet District's patient volume and service needs.

If on-call Providers are to be utilized, in addition to on-site providers, all on-call Providers shall respond to calls from the District within 30 minutes to promote efficient patient flow systems and evaluate patients for admission. Providers will effect efficient admission, if warranted, by collaborating with emergency department physicians and staff for patients to be admitted from the Emergency Department.

The successful Respondent shall be responsible for making staffing determinations and recommendations, by preparing a schedule by the 20th of the month for the following month's District coverage.

The precise staffing number will be adjusted based upon Program admissions and District staffing requirements. Additional on-site and on-call coverage (over and above the minimum level described in the preceding sentences), may be required, to meet the District's patient volume and Program needs. The Service schedule shall remain subject to District approval.

Quality and Performance Measures:

An integral part of the Service offerings are quality metrics and key performance indicators (KPIs) applicable to the Service. Respondents shall work cooperatively with District leadership and quality staff to develop, establish, and achieve performance metrics.

Services within the Department shall be provided in compliance with CMS core measures and Providers shall be expected to contribute to achieving Hospital Consumer Assessment of Healthcare Provider and Systems ("HCAHPS") at levels established by the District annually.

Respondents and Providers must actively participate in and support the District's quality assurance and quality improvement activities, and must also assist with utilization review, quality management, cost-containment, and risk-management functions.

Performance metrics may include, but shall not be limited to:

ALOS

Average Daily Encounters

Readmission Rates

HCAHPS overall Top Box

HCAHPS Physician Dimension questions Top Box specifically physician communication with patients

Discharge times before a certain established target time (which shall be before noon)

Core Measure performance

CMI performance

Morbidity and/or mortality Rates

Use of evidence based common order sets

The Program shall be operated in compliance with CMS core measures and Providers shall be expected to contribute to achieving HCAHPS (Hospital Consumer Assessment of Healthcare Provider and Systems) at levels established by the District on an annual basis.

Additional Service Requirements:

Take a leadership role in the development and adherence to protocols, which support evidence based care, best practices, and patient satisfaction.

Collaborate with District leadership in the areas of Quality, Operations, Finance, Compliance, Nursing, Medical Staff Administration, etc. on matters relating to productivity, resource utilization, quality, service, and patient satisfaction.

Regular meetings (daily, 7 days per week) with District's case management and utilization leadership to coordinate hospital care, discharge planning and outpatient support for patients.

Effectively communicate between and among Providers, and between Providers and personnel under Provider supervision, nursing and other patient care team members to improve continuity of care, patient safety and efficient utilization of resources.

Effectively communicate with patients, families, and referring physicians and development of a comprehensive communication system for hospitalist services and referring primary care physician communication ensuring an effective continuum of care.

Management and ongoing analysis of physician, patient and staff satisfaction surveys and in developing plans to improve satisfaction of all hospital medicine customers.

Remain responsible for keeping and maintaining on a timely basis full, complete and accurate records relating to all professional medical services rendered by Providers, in accordance with professionally established standards of the Medical Staff Bylaws, Rules and Regulations, The Joint Commission, CMS, and other regulatory agencies (all of which records shall be and remain the property of and in possession of the District).

Provide the District's billing department with timely records of all Services performed to facilitate District's billing and collection processes.

Comply with the policies and procedures established by the District

Submit to periodic, random drug testing in accordance with the policies and procedures as may be established by District bylaws.

Collaborate with the District in the in development of policies and procedures for the Hospital Medicine program.

Participate meaningfully in carrying out the District's teaching mission.

Supervise advanced practice providers under the terms of collaborative practices agreements, delegations of prescriptive authority and/or appropriate scope of practice delineated by the District's bylaws and state law.

Respondent shall designate a physician leader to serve as the Medical Director to oversee and assume responsibility for administrative duties performed in connection with the provision of Medical Services to Patients ("Administrative Services"). Respondents should ensure that such positions are staffed at all times by qualified physicians. The District shall have the right to approve (or disapprove and request replacement) of the individuals appointed by the respondents.

The Medical Director shall be responsible for the administration and operation of the Program. The Medical Director will supervise and direct the Program, and be in full compliance with all minimum qualifications for Providers. The duties of the Medical Director shall include, but are not limited to:

Perform administrative oversight and operational tasks, necessary for the efficient operation of the Program, including scheduling of Providers;

Assume responsibility for participation in Medical Executive Committee functions, Program quality assurance, assessment and improvement, utilization review, risk management, infection control, peer review, education and counseling of hospitalist Providers, leadership improvement committees, and interaction with physician and District leadership to ensure effective problem solving and excellent Program operations.

Provide supervision, management and oversight to the Program to assure that the professional services rendered in the Program meet or exceed accepted standards of care;

Participate as requested in the long range planning for the Hospital Medicine program, including, but not limited to, equipment selection, budgeting, and staffing;

Provide or arrange for in-service training for District's employees who provide services in the Program;

Cooperate with the District regarding administrative, compliance, operational or personnel issues in the Program and promptly inform District leadership and appropriate medical staff committees of professional problems in the Program in accordance with medical staff bylaws, rules and regulations and District policy;

Assist the District in obtaining and maintaining accreditation and all licenses, permits and other authorizations, plus achieving all accreditation standards which are dependent upon, or applicable to, in whole or in part, the manner in which the Program Services are conducted;

Ensure the maintenance of accurate, complete and timely patient and other records regarding the Services in order to facilitate the delivery of quality patient care and provide the information required for the District to obtain payment for its services;

Participate as requested in the administrative functions as necessary to ensure the effective and efficient management of the Program and the Services;

Supervise the development, implementation, and scheduled revisions of the Service protocols, standing orders, policies and procedures;

Participate in the development and dissemination of policy and procedures related to patient care of the Program;

Coordinate all quality improvement and peer review functions in accordance with the District's policies and procedures and the Medical Staff bylaws, rules and regulations;

Participate in community, state and federal activities related to the Program and/or the Services, community education and health promotion;

Work with the Medical Staff committees and performance improvement teams to assure continuity of care for District patients;

Meet, as requested, with administration to discuss issues related to the continued improvement of patient care in the Program.

Proposal Components.

Statement of Services. Each proposal shall set forth, in detail, a Statement of Services to be provided, which specifically addresses Respondent's ability and plan to meet each requirement set forth above and any alterations or additions Respondent would make to such as currently drafted. Within the appropriate Service Specification, or in a separate section of the proposal, each proposal shall address, in detail, Respondent's ability and proposed methods for achieving the following Program goals:

Provision of patient-centric care across the continuum.

Effective hand-offs between venues of care and caregivers.

Effective patient/family involvement in care decisions and education.

Effective discharge instruction and communication with receiving facilities and/or providers.

Leadership in the practice of evidence based medicine.

Effective transfer-in relationships with physicians/facilities in the primary and secondary service areas.

Effective/collegial relationships with other hospital-based physician services(e.g. intensivists, emergency physicians).

How the program will provide strong stable leadership from an engaged medical director. Describe what the program medical director's duties will include, by adding to or commenting on the duties described in above. Estimate what percentage of time the Medical Director will be devoted to the provision of clinical care and what percentage will be devoted solely to administrative duties.

How Respondent will ensure a stable, well-staffed, well qualified, engaged physician workforce.

How support for the local program will be provided by corporate administration.

Describe in detail the training program for your associate hospitalists.

Describe in detail the training program for your Medical Director.

Describe your Risk Management Program. Who is responsible for leading your Risk Management Program? How do your Risk Managers interface with your Physicians?

Describe how you assure appropriate coding and documentation are conducted.

Describe how you assure optimal use of electronic health record systems, specifically the Epic system, if relevant experience available.

Describe your implementation process.

Describe what role your group would have in follow-up care for discharged patients.

Utilization management: Describe how the program monitors physician utilization and controls costs.

Describe how, under your management, the Program will ensure effective communication with patients, family members, and referring physicians and undertake to develop a comprehensive communication system between the Program providers and referring primary care physicians to support an effective continuum of care.

Quality Initiatives/Performance Improvement: Describe how the program will improve quality, patient safety, patient flow in the District.

Recruitment/Retention: Describe how your organization will recruit for positions and retain qualified providers and staff. Who in your organization is responsible for recruitment and retention of physicians? What is you annual attrition rate? How many physicians have you hired in the past quarter? What is your typical recruitment timeline? What is your track record for retaining incumbent hospitalists and describe your provider retention plan.

Education: Describe how your physician Providers will participate as faculty and attending physicians in Hospital's undergraduate and graduate medical education programs. Describe your experience providing academic services in the past

2. Billing and Compensation. Each proposal shall set forth all the anticipated revenues and itemized expenses associated with Respondent's performance of the work. Respondents may provide pro forma. The format for presentation of revenues and expenses should include the following:

Assumptions

Average encounters per month per FTE Hospitalist

Average RVU per patient encounter

Estimated collection range per patient encounter

Revenue

Annualized collections for group

Physician expenses

Base Salary

Bonus/incentive

Please provide details under section g. below

Benefits and payroll taxes

CME/training

Malpractice insurance

Annual PTO

Overhead Expenses: Management Fees

On site administrative/support staff costs

Program management fee/base operating margin

Incentive Plan for Company

Please provide details under section g. below

Recruiting and Relocation

Billing/coding expense

Other program expense

Advanced Practice Providers

Salary and benefits

Medical Director

Stipend

Additional benefits

Training/CME

Start-up/implementation Fees

Details for Incentive plan for physicians and company

Describe the group's philosophy toward implementing an incentive plan directed at performance and quality metrics.

Provide examples of targets your group would integrate into the incentive plan and how the incentive dollars would be allocated.

What portion of these incentive plan dollars would be directed to the physicians, and what portion would be retained by the company?

What is the proposal for frequency of the plan pay-out (quarterly, annually)?

APPENDIX A

In-Network Commercial Payor Relationships as of February 2026

APPENDIX B

Volume General (FY25)

Inpatient Payor Mix (FY25)

APPENDIX C

ADMINISTRATIVE POSITIONS AND COMPENSATION

CONTRACT TERM

The proposed term of the contract is three (3) years with two (2) additional one-year renewal options. The District may exercise the renewal options by providing vendor with written notice (email notice will be acceptable) of renewal no less than thirty (30) days prior to the expiration of the then-current term. The contract will be subject to cancellation by the District for any reason, at any time, and without penalty of any kind upon furnishing thirty (30) days' advance written notification to vendor. At the end of the term, the District reserves the right to extend the contract for up to 180 days to provide an opportunity to bring a new contract into place with another vendor.

SELECTION AND EVALUATION PROCESS

Selection Process The Solicitation Contact shall designate an evaluation committee ("Evaluation Committee") which will be composed of employees from the District. The District reserves the right to add, delete or substitute members of the Evaluation Committee as it deems necessary. The Evaluation Committee will narrow the field of submitted Solicitation responses to those which best meet the requirements of this Solicitation and which best meet the complete needs of the District. Each such Solicitation Response will then be evaluated according to the criteria set forth herein.

Evaluation Criteria Specific to This Solicitation The Evaluation Committee will conduct a comprehensive, fair, and impartial evaluation of all proposals received in response to this Solicitation. The evaluation of Solicitation Responses will involve scoring each Solicitation Response in the areas listed and set forth below in Section G (Evaluation Factors). The District's evaluation of the Solicitation Responses will be based upon each Respondent's response to the evaluation factors stated in this Solicitation. Any Respondent's failure to provide complete and full responses to the requested information may lead to disqualification of such Solicitation Response.

EVALUATION FACTORS

In determining how to award a contract or contracts in conjunction with the Solicitation, the District may consider the following:

The reputation of the Respondent and of the Respondent's services.

The extent to which the Respondent's services meet the District's needs.

Qualifications as it relates to Respondent's services sought.

Historically Underutilized or Small Business Participation - the utilization of historically underutilized or small businesses.

SOLICITATION RESPONSE CONTENT

The overall Solicitation Response should not exceed 25 pages total, excluding exhibits. The District's security system will recognize most common filename extensions, including: .xlsx (Excel), .docx (Word), Adobe PDF, and image files including .jpg, .tiff, and .gif. Any message containing an unknown or prohibited file extension will be quarantined (e.g., .numbers, representative of Apple Numbers application).

Executive Summary

Provide a synopsis of the highlights of the proposal and overall benefits of the proposal to the District. This synopsis should not exceed two pages in length and should be easily understood.

Company Background

How the Proposed Solution Meets the District's Needs

Provide specification sheets for each product bid. Include service and warranty information.

References

Provide a minimum of three references. Can include specific types of references needed, if applicable, e.g., other Texas customers, other hospital systems, etc. Include name, telephone number, and email address. The District will contact the references provided to determine Respondent's performance record for products/services similar to that described in this request.

Historically Underutilized or Small Business Participation

Provide a discussion on how the Respondent intends to meet the District's goal of 25% HUB participation for the scope/specifications of this Solicitation. Discuss any HUB management partners the Respondent plans to team with to provide the scope/specifications. (Maximum 1 page)

The District strongly encourages the utilization of historically underutilized or small businesses.

A. Submit certificate if Respondent is a certified HUB (do not submit an expired certificate).

B. Communication Outreach - Attach the written notification of the subcontracting opportunity and list of three agencies and /or organizations notified regarding the interest in HUB participation in this contract; and

C. Plan of Action - List the subcontractors selected for participation, their certification, and approximate dollar value of the work to be subcontracted and the expected percentage of the total contract amount.

Required Forms

a. Exhibit B: Signature Form

b. Exhibit C: Contract Terms (include an editable, unlocked/unsecured redline in track changes if proposing changes to Exhibit C, Contract Terms)

c. Exhibit D: Vendor Certification Form

d. Exhibit E: Conflict of Interest Questionnaire

e. Exhibit F: Good Faith Form

EVALUATION CRITERIA SCORE SHEET

Exhibit A

Price Sheet

NOT USED

Exhibit B

Signature Form

Respondent shall signify Respondent's acceptance of and compliance with the requirements, terms, and conditions of this Solicitation by signing in the signature space set forth below.

Respondent warrants that Respondent has examined and is familiar with this Solicitation and its terms and conditions. Respondent warrants that Respondent does not engage in scrutinized business operations in Sudan, Iran or with foreign terrorist organizations, does not engage in any prohibited boycott, and that Respondent does not appear (nor does any affiliate appear) on any .

Respondent warrants that it has the necessary experience, knowledge, abilities, skills, and resources to satisfactorily finance and complete the products and services in its Solicitation Response.

Respondent certifies that the individual signing this Solicitation Response is authorized to sign such documents on behalf of the Respondent entity and to bind Respondent and is authorized to bind the Respondent in this Solicitation Response.

RESPONDENT AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE DISTRICT AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS, ACTIONS, SUITS, DEMANDS, PROCEEDINGS, COSTS, DAMAGES, AND LIABILITIES, ARISING OUT OF CONNECTED WITH, OR RESULTING FROM ANY ACTS OF OMISSIONS OF RESPONDENT OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF RESPONDENT IN THE EXECUTION OR PERFORMANCE OF ANY AGREEMENTS OR OTHER CONTRACTUAL ARRANGEMENTS WHICH MAY RESULT FROM THE SUBMISSION OF THE SOLICITATION RESPONSE AND/OR THE AWARD OF A CONTRACT THEREON BY THE DISTRICT.

Exhibit C

Contract Terms

RFQP #20261366385 HOSPITAL MEDICINE SERVICES

IMPORTANT: In submitting a response to this Solicitation, the Respondent agrees to accept the terms and conditions set forth in this Solicitation or incorporated herein by reference. The successful Respondent will be expected to enter into a contract which contains substantially the same terms and conditions as are included in to this Solicitation.

If you are proposing any revisions to Exhibit C, the Contract Terms, you MUST indicate this below and provide a redlined draft of your proposed revisions. The District will only consider those exceptions, additions, deletions or revisions as are set forth by Respondent specifically in response to this Exhibit C. The District may accept or reject your proposed revisions at its sole discretion. No proposed revisions will become effective unless accepted by the District and agreed to in writing and signed by both parties.

The District considers the Respondent to agree to all terms and conditions of the Contract Terms (including Exhibits), unless otherwise indicated herein. Absence of a redline will constitute agreement, and there will be no further negotiations regarding the same. Respondents submitting redlines must provide an editable unlocked/unsecured version of the redlined draft with their Solicitation Response (preferably in track changes).

BEFORE YOU EDIT EXHIBIT C, PLEASE NOTE: The District will not agree to:

indemnify the vendor;

limit the vendor's liability;

shorten the statute of limitations for any claim;

submit to binding arbitration;

waive its right to a jury trial; or

waive its existing governmental immunity.

As such, please be aware that edits to the following Sections of Exhibit C may result in rejection of your proposal:

General Indemnity

Liability

Budgetary and Other Limitations

Texas Public Information Act

Texas Government Code Verification

Governing Law: Jurisdiction

*RESPONSE AND SIGNATURE ON FOLLOWING PAGE

Respondent MUST check the appropriate response below:

Respondent accepts Contract Terms without exception.

OR

Respondent proposes exceptions/modifications to the Contract Terms.

______________________________

Signature

Printed Name

Title

Date

*CONTRACT ON FOLLOWING PAGE

Exhibit C

Contract Form

RFPQ #20261366385

PROFESSIONAL SERVICES AGREEMENT

(HOSPITALIST PROGRAM)

This Professional Services Agreement (the "Agreement") is made and entered into effective ("Effective Date"), by and between , a ("Contractor"), and Tarrant County Hospital District d/b/a JPS Health Network, a unit of local government and more specifically a county hospital district, created and operating under Chapter 281 of the Texas Health and Safety Code ("District"). The District and Contractor may be referred to individually as a "Party" to this Agreement and they may be referred to collectively as the "Parties" to this Agreement.

RECITALS

Whereas, the District, in furtherance of its statutory obligations to provide health care services to the indigent and needy residents of Tarrant County, Texas, owns and operates John Peter Smith Hospital ("Hospital") and other health care facilities (together with Hospital, "JPS Facilities") and is collectively a fully accredited, integrated health delivery system that includes several hundred licensed in-patient beds at three facilities, as well as an extensive network of community-based facilities located throughout and serving the residents of Tarrant County, Texas (the "County");

Whereas, District maintains a hospitalist service line ("Hospitalist Medicine Services") at Hospital that includes the following components: (a) provision of professional hospitalist medicine services as required by the District, 24 hours per day, 7 days per week, 365 days per year; and (b) administration and management of the Hospitalist Medicine Services (together, the "Hospitalist Program" or "Program");

Whereas, the District has requested proposals to provide the services described on Schedule 1 (Scope of Services), which is attached hereto and incorporated herein for all purposes ("Services");

Whereas, Contractor employs and/or contracts with physicians and other health care providers who are qualified to provide professional medical services to patients, and to provide administrative services to the District, in the specialty of hospital medicine ("Specialty") and Contractor has presented a proposal to provide the Services to the District;

WHEREAS, This Agreement is awarded to Contractor pursuant to the District's Request for Qualifications for the Profession Services #20261366385 for Hospitalist Medicine Services, all of whose material terms and conditions, including without limitation the RFQP Project Scope and Minimum Requirements and Respondent's response thereto are incorporated herein; provided, however, that in the event of conflict between the terms of the RFQP, Respondent's Response and this Agreement, the terms of this Agreement shall prevail;

Whereas, Contractor has developed and maintains the expertise and resources necessary to perform and complete the Services;

Whereas, Contractor is a operated under the laws of the State of , is qualified to do business in the State of Texas, and is qualified and capable of performing and completing the Services; and,

Whereas, Contractor desires to provide the Services as so required by the District, and the District desires to contract with Contractor for the Services;

Now, Therefore, for and in consideration of the mutual covenants and conditions hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the District and Contractor hereby agree as follows:

ARTICLE 1

SCOPE OF SERVICES

District hereby engages Contractor to perform and complete the Services in Schedule 1 (Scope of Services) in a diligent, professional, and workmanlike manner using industry best practices applicable to the Services, and in accordance with the terms described herein:

1.1 Medical Services. Contractor, through its employed or contracted physicians ("Physicians" or "Providers") shall furnish: (a) professional medical services ("Patient Services") to patients at the Hospital and other JPS Facilities who require the type of care provided in the Specialty ("Patients"); and (b) on-call and backup call coverage required in connection with the Patient Services ("Coverage Services" and, together with the Patient Services, the "Medical Services"). Contractor and Providers shall treat all Patients in a non-discriminatory manner, regardless of payor source, race, color, national origin, sex, age, religion or disability. Additionally, the Medical Services provided shall be fair and non-discriminatory, applying the same time frames, protocols and standards to all Patients and as otherwise described in Schedule 1.1 - Medical Services attached hereto and made a part hereof, which sets forth: (a) the duties of the Providers, and (b) the additional terms and conditions that will govern the provision of Medical Services. The term "Providers" includes physicians and advanced practice providers. "Advanced practice providers" may be referred to as "APPs".

1.2 Administrative Services. Subject to the approval requirements and removal standards stipulated in Sections 3.1.3, 8.4.1 and in Schedule 1.2, Contractor, at its discretion, shall designate Providers to serve as medical directors and chairpersons who will oversee and assume responsibility for administrative duties performed in connection with to the provision of Medical Services to Patients ("Administrative Services"). Schedule 1.2 - Administrative Services attached hereto and made a part hereof sets forth: (a) the administrative positions to be staffed by Contractor; (b) the duties of the Providers providing Administrative Services; and (c) the additional terms and conditions that will govern the provision of Administrative Services.

1.3 Definition. The Medical Services and the Administrative Services are referred to collectively in this Agreement as the "Services."

1.4 Scope of Services/Modification. To the extent Contractor is able to meet District's Service requirements and remains in compliance with the terms of this Agreement, Contractor shall be the exclusive contracted provider of the Services. Notwithstanding the foregoing, Contractor acknowledges that District shall always have the right and authority to take actions necessary to meet urgent Patient needs and this Agreement does not impede District's ability to take such action. Further, District shall have the right to modify the scope of any or all services to be provided by Contractor hereunder, and to make commensurate modifications to the compensation thereof, by giving Contractor no less than ninety (90) days' written notice of any such changes. Contractor shall have the first right of refusal within such ninety (90) day period agree to staff any expansion of the Hospitalist Medicine Services by District.

1.5 Subcontractors.

1.5.1 Contracts with Subcontractors. Contractor shall be permitted to subcontract with qualified Providers to provide the Services under this Agreement, subject to Section 3.1.3.

1.5.2 Qualifications and Approvals. Contractor shall require that any subcontractor agree in writing to be bound by the provisions of this Agreement applicable to them including, without limitation, those Sections governing service requirements, Provider qualifications, approval by District, and liability insurance coverage requirements, indemnification and confidentiality.

1.5.3 Compensation. Contractor shall remain solely and exclusively responsible for any and all compensation due to approved subcontractors, and Contractor shall ensure that no subcontractor receives aggregate compensation from Contractor that varies with the volume or value of referrals or other business generated by the subcontracted Provider for any JPS Facilities. If Contractor pays unit-based compensation to a subcontracted Provider, Contractor shall ensure that the unit-based compensation is fair market value, and is fixed, and not variable with the volume or value of referrals or business generated by the Provider for any JPS Facilities.

ARTICLE 2

Contractor'S REPRESENTATIONS AND WARRANTIES

As a material inducement to District's execution and performance of this Agreement, and intending District to rely on the following statements, Contractor represents and warrants to District as follows:

2.1 General.

2.1.1 Organization. Contractor is duly organized, validly existing and in good standing as a professional limited liability company under the laws of the State of Texas, and will remain so throughout the Term (as defined below).

2.1.2 Authority. Contractor has all requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by Contractor, and is a legal, valid and binding obligation of Contractor, enforceable in accordance with its terms.

2.1.3 No Conflicts. Contractor's execution and delivery of this Agreement and consummation of the transactions contemplated herein will not conflict with its organizational documents or violate any provisions of, or constitute a default under, any contract or other agreement to which Contractor is a Party or by which it is bound.

2.2 No Adverse Circumstances.

2.2.1 Exclusions. Neither Contractor nor any of its board members, officers, employees, physicians, subsidiaries or affiliates, including without limitation the Providers (each a "Contractor Party" and collectively, the "Contractor Parties"), is now or ever has been excluded from participation, debarred or otherwise rendered ineligible for participation in a federal or state health care benefit program, including without limitation Medicare or Medicaid (collectively, "Government Health Programs"), or third Party reimbursement program.

2.2.2 Convictions. Neither Contractor nor any Contractor Party is now or ever has been convicted of a felony, a crime involving moral turpitude or a criminal offense related to health care under federal or state law.

2.2.3 Investigations. There is no investigation or proceeding pending or threatened against any Contractor Party that pertains to eligibility for or participation in a Government Health Program, and no Contractor Party is aware of any circumstance or set of circumstances that may result in a Contractor Party being excluded, debarred or otherwise rendered ineligible for participation in any Government Health Program. Contractor agrees that it shall not perform any act that may cause District, Contractor or any Contractor Party to be excluded from any Government Health Program during the Term.

2.2.4 Professional Liability. After due inquiry, and except as previously disclosed to District in writing, neither Contractor nor any Provider is aware of any prior, pending or threatened claims or suits against Contractor or any Provider for medical malpractice or other professional liability.

2.2.5 No Other Agreements. After due inquiry, Contractor has notified District of any arrangement under which a Provider or an immediate family member of a Provider may furnish services to Patients at any of the JPS Facilities outside the scope of all current agreements.

2.2.6 Material Issues. After due inquiry, and except as previously disclosed to District in writing, neither Contractor nor any Provider is aware of any other information that would reasonably be considered material to District's decision to engage Contractor under this Agreement.

2.3 Providers.

2.3.1 Authority to Bind. Contractor has the power and authority, through employment, contract or otherwise, to obligate the Providers to furnish the Services and to perform fully all duties, responsibilities and obligations of Contractor and/or the Providers under this Agreement.

2.3.2 Duty to Advise. Contractor has given each current Provider a full explanation of his/her duties and responsibilities as a Provider under this Agreement, and will do so for each new Provider prior to the date on which he/she begins providing Services under this Agreement.

2.3.3 Background Checks. Contractor has established commercially reasonable protocols and procedures for screening Providers to determine their eligibility to work in the United States, to provide Services in accordance with the terms of this Agreement and to bill Government Health Programs, including without limitation performing background checks utilizing the National Practitioner Data Bank, the U.S. Health & Human Services' ("HHS") Office of Inspector General's ("OIG") List of Excluded Individuals/ Entities, the General Services Administration's Excluded Parties List and the Federal Drug Administration 's Debarment List, together with any additional or successor lists utilized by the healthcare industry. Contractor has so screened each of the initial Providers listed on Schedule 3.1.3 - Approved Providers at least one time within the past year, and upon routine hospital credentialing and re-credentialing.

2.4 On-Going Representations. The foregoing representations and warranties shall be ongoing representations and warranties during the Term of this Agreement, and Contractor shall immediately notify District of any change in the status of any such representations and warranties. In the event that any of the foregoing representations and warranties should be or become untrue or incorrect in any respect, District may immediately terminate this Agreement without any further obligation under this Agreement.

ARTICLE 3

Contractor'S COVENANTS

As a material inducement to District's execution and performance of this Agreement, and intending District to rely on the following promises, Contractor covenants to District as follows:

3.1 Provider Qualifications.

3.1.1 Physicians. Contractor shall ensure that each Physician providing Services shall at all times during the Term: (i) hold an unrestricted Texas license to practice medicine as a doctor of medicine or a doctor of osteopathy; (ii) be board eligible or board certified in Oral and Maxillofacial Surgery; (iii) maintain current registrations to prescribe controlled substances with the U.S. Drug Enforcement Administration ("DEA") and the Texas Department of Public Safety ("TDPS"); (iv) be enrolled as a Medicare provider and eligible to participate in Government Health Programs, including without limitation Medicare and Medicaid; (v) be employed by or under contract with Contractor; and (vi) maintain Medical Staff membership and clinical privileges in the applicable Specialty at the Hospital.

3.1.2 Advanced Practice Providers (APPs). Contractor shall ensure that each APP providing Services shall at all times during the Term: (i) hold an appropriate unrestricted license to provide healthcare services in the State of Texas; (ii) maintain the clinical privileges necessary to provide healthcare services to Patients at JPS Facilities; (iii) to the extent applicable to APP's scope of practice, maintain a current registration to prescribe controlled substances with the DEA; (iv) maintain an agreement for prescriptive authority with a Provider who serves as the APP's supervising Provider, if and to the extent required by District or the JPS Facilities and permitted by APP's license and applicable laws, rules and regulations; (v) be enrolled as a Medicare provider and eligible to participate in Government Health Programs, including without limitation Medicare and Medicaid; and (vi) be employed by or under contract with Contractor.

3.1.3 Approval for the Provision of Care. Contractor acknowledges that all Providers must be pre-approved by District for the provision of Services at the JPS Facilities. The initial list of Providers expected to provide Services under this Agreement is set forth on Schedule 3.1.3 - Approved Providers attached hereto and made a part hereof. District represents that as of the Execution Date, the listed Providers are approved to provide Services under this Agreement. Contractor will not present for service under this Agreement any Provider if District has provided notice in writing that such Provider shall not be approved for the provision of Services at the JPS Facilities. Contractor acknowledges that District retains full authority to require removal of any Provider from the provision of Services at JPS Facilities upon written notice to Contractor, provided that such request for removal is not predicated on any unlawful or discriminatory purpose.

3.2 Standards for Services. Contractor shall, and shall cause the Providers to, follow all standards applicable to Doctors of Medicine ("M.D.s") and Doctors of Osteopathic Medicine ("D.O.s") where applicable, meeting the requirements of the ACGME, Residency Review Committee (a division of the ACGME), the American Osteopathic Association, and all other applicable accrediting bodies and program oversight requirements. Contractor also shall, and shall cause the Providers to, perform the Services in accordance with: (i) generally accepted standards of care throughout the County; (ii) all federal and state statutes, rules and regulations, including without limitation the Medicare and Medicaid conditions of participation, applicable to Contractor, JPS Facilities, and the Services; (iii) the accreditation standards applicable to the JPS Facilities and the Services, including without limitation those requirements imposed by The Joint Commission; (iv) the bylaws, rules, regulations, policies and procedures applicable to the Services at the JPS Facilities; (v) the ethical and professional standards of the American Medical Association, the Texas Medical Association, the American Osteopathic Association, the Texas Osteopathic Medical Association and other relevant professional, licensing and regulatory entities; (vi) the Compliance Plan applicable to the Services at the JPS Facilities; and (vii) performance and quality improvement initiatives advanced at the JPS Facilities to improve patient health, quality of care and satisfaction. Contractor acknowledges that Contractor and the Providers shall conform to any and all lawful directives issued from time to time applicable to the provision of Services at the JPS Facilities, provided that such directives are consistent with the scope and principles of this Agreement.

3.3 Continuity of Services. If for any reason a Provider scheduled to provide Services is unavailable, Contractor shall provide a substitute Provider, approved in advance by District and at Contractor's sole cost and expense. Any discontinuation or material disruption of service, or any attempted substitution for any Provider without District's prior written approval, shall be deemed a material breach of this Agreement, entitling District to terminate this Agreement immediately and, in District's sole discretion, to enter into a separate agreement with another contractor to provide the Services. Notwithstanding anything contained herein to the contrary, no provision of this Agreement shall operate to delay medical treatment when immediate attention is required. The Parties acknowledge that a primary purpose of this Agreement is to make the Medical Services available to all Patients at all times.

3.4 Medical Staff/Privileges.

3.4.1 Membership. Contractor shall ensure that each Provider has and maintains unrestricted membership in "good standing" of the Hospital's medical staff ("Medical Staff"). Each Provider shall participate actively in the Medical Staff, including without limitation by:

(a) Serving on committees and discharging all obligations reasonably requested by the Medical Staff, the governing body of Hospital, or any duly appointed officer or committee of the Medical Staff or Hospital;

(b) Participating in quality assurance, utilization review, risk management and all plans and programs adopted by Hospital to assess and improve the quality and efficiency of services provided at Hospital; and

(c) Providing the Services in accordance with all Medical Staff bylaws, rules, regulations, directives and policies of Hospital (collectively, the "Medical Staff Bylaws").

No provision of this Agreement is intended, nor shall any provision of this Agreement be construed, as any form of guarantee or assurance by District that any Physician will obtain or retain Medical Staff membership.

3.4.2 Privileges. Contractor shall ensure that each Provider has and maintains the clinical privileges necessary to provide Medical Services in the Specialty to Patients at the JPS Facilities. No provision of this Agreement is intended, nor shall any provision of this Agreement be construed, as any form of guarantee or assurance District that any Provider will obtain or retain clinical privileges at Hospital or other JPS Facilities.

3.4.3 Privileges are Coterminous. Each Provider's clinical privileges to provide the services required by this Agreement shall be incident to, and coterminous with, this Agreement and the Provider's status as an approved provider under this Agreement. A Provider's clinical privileges to provide Medical Services in his/her Specialty (together with the Provider's Medical Staff membership, if Provider does not maintain any other clinical privileges at District) shall terminate automatically upon: (a) termination or expiration of this Agreement; (b) termination or expiration of Provider's employment or affiliation with Contractor; or (c) removal of Provider from providing Services under this Agreement. Contractor shall notify District CEO immediately following the occurrence of (b) or (c) above. Any right a Provider may otherwise have to any hearing or appeals procedure prior to termination of Medical Staff membership and/or clinical privileges pursuant to the Medical Staff Bylaws, or the bylaws or policies of District, the Healthcare Quality Improvement Act of 1986 or any other state or federal statute, regulation or judicial decision are hereby waived. In the event of any conflict between the terms of this Agreement and the Medical Staff Bylaws or the bylaws or policies of District, this Agreement will control.

3.4.4 Contractor shall require each Provider to complete an attestation confirming acknowledgement and agreement to the waiver of any hearing and appeals right in the form attached hereto as Schedule 3.4.4.

3.5 Quality Assurance and Improvement/Utilization Review/Peer Review. Contractor shall ensure that the Providers have knowledge of and assist District and the JPS Facilities (collectively, the "JPS Affiliates") in developing, implementing, monitoring and reviewing the quality assurance and improvement, utilization review and peer review programs, procedures, guidelines and policies related to the delivery of Services, as required by the policies of any of the JPS Affiliates, by Medicare and Medicaid law and regulations, and/or by the standards for governing, regulatory, licensing and certifying agencies having jurisdiction over the JPS Affiliates and their operations. Contractor and the Providers shall comply with all procedures, guidelines and policies relating to these quality assurance and improvement, utilization review and peer review programs. If any regulatory, accrediting, certifying or licensing agency or board determines that the Services do not meet or exceed acceptable standards prescribed, which standards are the responsibility of Contractor and the Providers to satisfy under this Agreement, any and all actions necessary to bring the Services into compliance with applicable standards shall be taken by Contractor and the Providers within a reasonable time (not to exceed thirty (30) days, unless otherwise agreed by the Parties) after the details of noncompliance and steps necessary to effectuate compliance are made available to Contractor.

3.6 Risk Management. Contractor's Providers shall pa1ticipate in and cooperate with all committees and risk management programs of any of the JPS Affiliates that pertain to this Agreement, or the Services furnished hereunder.

3.7 Compliance. Contractor and each Provider shall comply with and participate fully in the compliance plan, programs and policies of the JPS Affiliates. Specifically:

3.7.1 Compliance Plan and Code of Ethics. Contractor and each Provider shall comply with, and participate fully in the Compliance Plan and Code of Ethics of each of the JPS Affiliates (together, the "Compliance Plan") and related policies and procedures, including training programs. Contractor's failure to comply with the Compliance Plan, or failure to participate in training conducted as part of the Compliance Plan, may be the basis for termination of this Agreement in its entirety, or with respect to the non-compliant service, in District's discretion. Additionally, any Provider's failure to comply with the Compliance Plan, or failure to participate in training conducted as part of the Compliance Plan, may be the basis upon which District may exclude the specific Provider from participation in this Agreement.

3.7.2 Provider Compensation. Contractor will not compensate any Provider, at any time, in a manner that takes into account or varies with the volume or value of referrals to (or business generated for) District, or any affiliate thereof, including the JPS Facilities by such Provider. Contractor's compensation of Physicians shall at all times be consistent with fair market value and commercially reasonable for the services provided.

3.7.3 Background Checks. Prior to any Provider performing Services under this Agreement, and at least bi-annually thereafter, Contractor shall conduct the background checks described in Section 2.3.3 on him or her, and Contractor shall not present for the provision of Services under this Agreement any Provider who has not been screened, or whose screening reflects any of the following circumstances:

(a) Licensure. The Provider's medical license, health care license or controlled substance registration has been denied, suspended, revoked, terminated, not renewed, relinquished under threat of disciplinary action or restricted in any way.

(b) Medical Staff Privileges. The Provider's medical staff membership or privileges at any health care facility have been denied, suspended, revoked, terminated, not renewed, relinquished under threat of peer review or disciplinary action or made subject to terms of probation or any other restriction.

(c) Exclusions. The Provider has been denied participation in, or suspended, excluded, debarred or sanctioned under, a Government Health Program or any third-party reimbursement program.

(d) Convictions. The Provider has been convicted of a felony, a crime involving moral turpitude or a criminal offense related to health care under federal or state law.

Contractor acknowledges that District may conduct its own screenings and background checks of Providers, and will upon request provide JPS Affiliates with a list of all Providers who are furnishing Services under this Agreement. Contractor further acknowledges that the activities of District in this regard will in no way diminish or otherwise impact Contractor's obligations to perform background checks and report the results thereof to District.

3.7.4 Annual Certification. On an annual or more frequent basis as reasonably requested by District, Contractor shall provide written certification to the requester that the requirements of this Section 3.7 have been met, including annual submission by each Provider of a District-approved Conflict of Interest form.

3.8 Notice to District. Contractor shall immediately notify District if Contractor or any Provider:

3.8.1 Commits or is indicted or charged with a felony, crime involving moral turpitude or a healthcare crime under federal or state law;

3.8.2 Is unable to perform the Services due to death, disability, incompetence or other disabling event;

3.8.3 Fails to maintain professional liability insurance as required by this Agreement;

3.8.4 Has any license, registration, medical staff membership and/or privileges required to perform the Services suspended, revoked or otherwise limited;

3.8.5 Fails to comply with any of the terms and conditions of this Agreement after being given notice of that failure and a reasonable opportunity to cure;

3.8.6 Commits a negligent act in carrying out the Services or is notified of a suit, action or other legal proceeding arising out of the Services;

3.8.7 Becomes the subject of an investigation, administrative action, judicial proceeding or disciplinary process by any federal, state or local government entity, agency, licensing board or other investigative or enforcement authority;

3.8.8 Becomes excluded, debarred or otherwise rendered ineligible to participate in any federal or state healthcare program, including Medicare or Medicaid, in any federal procurement or non-procurement program or in any third-party payor program;

3.8.9 Enters into an arrangement or pursues conduct that presents a conflict of interest or materially interferes with (or is reasonably anticipated to interfere with) Contractor's or the Provider's performance of its duties under this Agreement; provided, however, that Contractor's provision of services to any of the JPS Affiliates shall not present, by itself, a conflict of interest or material interference under this Section 3.8.9;

3.8.10 Obtains information indicating that any representation concerning Contractor or a Provider set forth in this Agreement may be inaccurate or incomplete.

If notice is regarding Contractor, then any failure of performance by Contractor under this Section shall be deemed a material breach of this Agreement, entitling District to immediately terminate this Agreement in District's sole discretion without further obligation under this Agreement, provided that District will pay all accrued amounts due and owing to Contractor under this Agreement as of the date of Termination. If notice regarding a Provider, then upon request by District, Contractor shall immediately remove any Provider who is the subject of any of the events referenced in this Section.

3.9 Contractor Liaison. Contractor shall designate a liaison to serve as the main administrative contact between Contractor and the JPS Facilities to make resource allocation and operational decisions. To the extent Contractor has an obligation to appoint a department chair under the terms of this Agreement, the appointed Chairman (as defined in Schedule 1.2) shall serve in the liaison role.

3.10 Patient Medical Homes. Contractor acknowledges a commitment to the team-based approach of care coordination through patient centered medical homes ("Medical Homes"). Contractor acknowledges that, across specialties, all Providers involved in the care of Patients will play a role in the ultimate success of the Medical Home approach, which requires Providers to undertake an active role in the coordination of care between and among various health and patient services offered. Contractor agrees to actively participate in the implementation of patient Medical Homes and other programs and processes to advance and coordinate the medical care and wellness of Patients. Contractor's role in implementation is expected to involve increased communication between Contractor's Providers and primary care providers responsible for Patient care management, and increased efforts by Contractor and its Providers to otherwise incorporate patient Medical Homes into the provision of Specialty services to facilitate and advance the goal of furnishing comprehensive health care and wellness/preventive services for Patients.

3.11 Use of District Facilities. Contractor agrees not to use or permit any of the Providers to use any part of the Hospital or of other JPS Facilities or assets for any purpose other than performance of the Services. Without limiting the generality of the foregoing, Contractor agrees that no part of the Hospital or any other of the JPS Facilities shall be used at any time by any Provider as an office for private practice or delivery of care for non-District patients.

ARTICLE 4

DISTRICT'S OBLIGATIONS

4.1 Space, Equipment and Supplies. To the extent reasonable and necessary for effective and efficient performance of the Services, District represents to Contractor that District shall make available during the Term the items and services listed below, subject to District's ultimate discretion and authority with respect to the allocation of necessary District resources:

4.1.1 Space and Equipment. Space and equipment (including maintenance and operation of the space and equipment), including office space and call rooms;

4.1.2 Utilities and Supplies. Heat, water, electricity, telecommunications, housekeeping, laundry and other similar services, and usual and customary medical and office supplies; and

4.1.3 EHR. Reasonable access to District's patient registration system and electronic health records system, and technical support.

4.2 Support Services. To the extent reasonable and necessary for effective and efficient performance of the Services, District shall make available during the Term the items and services listed below, subject to District's ultimate discretion and authority with respect to the allocation of necessary District resources:

4.2.1 Personnel. Non-Contractor clinical personnel, including nurses and other para medical staff, and administrative support personnel, all of whom will be retained and/or dismissed by, and work under the direction of District, as applicable; and

4.2.2 Clinical Services. Laboratory, radiology. cardio-diagnostic. pharmacy and other clinical support services generally available at JPS Facilities.

4.3 Authority and Consultation. District represents to Contractor that District shall consult with Contractor regarding the obligations outlined in this Article 4. Notwithstanding any other language in this Agreement, Contractor acknowledges that District shall retain ultimate responsibility for the operation of the Hospital and JPS Facilities, as and to the extent required under state law and other applicable laws, rules and regulations, and accreditation standards. District's retention of such responsibility is not intended, and shall not be construed, to diminish, limit, alter or otherwise modify in any way the obligations of Contractor to provide Services under this Agreement or the obligations of District set forth herein.

ARTICLE 5

COMPENSATION

5.1 Compensation for Services. Contractor shall be compensated for Services based upon Contractor's performance, in the manner set forth on Schedule 5.1 Billing, Collection and Compensation.

5.2 Audits and Adjustments and FMV Assessments upon Renewal. District may require additional or supplementary reports to establish the value and extent of Services provided hereunder, and shall have the authority to audit Contractor's books and records to establish the value and extent of those Services. District may also engage an independent third-party appraiser to perform a valuation to confirm that compensation for Services is consistent with fair market value and is commercially reasonable, either during the Tenn, or when renewal is contemplated. Contractor agrees to provide in a timely manner documents requested by District or the independent third-party appraiser for purposes of any audit or valuation. To the extent Contractor fails to provide necessary documents or information in a timely manner, District may issue written notice to Contractor that Contractor is in default of this, Section 5.2, and in such event, Contractor will have fourteen (14) days to cure by providing the requested information and documentation to District's third-party valuator. Any failures or delays by Contractor to provide the full scope of information and documents reasonably requested by District's third-party valuator will result in Contractor's owing a financial penalty to District, in the amount of such third-party valuator's fees and expenses associated with Contractor's production of incomplete and/or inaccurate data and information. In such instance, District will issue a demand for payment to Contractor, and will produce a copy of any relevant valuator invoice specifying the additional charge being passed on as a penalty to Contractor. District will have the right, under Section 5.3 of this Agreement, to recoup Contractor's payment obligation under this Section, with amounts otherwise due to Contractor for Services provided. Any and all documents to be produced by Contractor under this Section shall be subject to a mutually agreeable confidentiality and non-disclosure agreement when appropriate. In the event District determines that Contractor's reports, books and records do not accurately reflect or document Services performed pursuant to this Agreement and for which payment has been made by District to Contractor or the independent third party appraiser determines that compensation is not consistent with fair market value or commercially reasonable, Contractor will promptly refund to District the amount of any overpayment as determined by the independent third party appraiser and any failure by Contractor to do so shall be an event of default and grounds for termination by District pursuant to Section 8.2, and subject to recoupment under Section 5.3, below. Contractor's refund obligation under this Section 5.2 shall survive expiration or termination of this Agreement. In the event this Agreement, or any position or component contained within this Agreement is terminated for any reason by either Party, compensation will be due only for Services actually rendered through the effective date of Termination, subject to the requirements for verification and other provisions of this Agreement.

5.3 Rights of Set-off and Recoupment. District shall have rights of set-off and recoupment as to any obligations due and owing by Contractor to District under this or any other agreement, and accordingly, District may retain any amounts that may become due and payable from time to time by District to Contractor under this Agreement to off-set or recoup any of Contractor's unpaid obligations to District. To the extent District fails to exercise its rights of set-off or recoupment, such shall not constitute a waiver of District's rights under law or in equity to set-off or recoup funds due to either from Contractor.

5.4 Fair Market Value. District and Contractor acknowledge and agree as follows: (a) they have bargained at arms-length to determine Contractor's compensation under this Agreement; (b) they believe the compensation is fair market value for the Services to be performed by Contractor and the Providers under this Agreement; and (c) they believe the compensation is consistent with fair market value for similar services in the County.

ARTICLE 6

INDEPENDENT CONTRACTOR

6.1 Relationship of Parties. With respect to the performance of the duties and obligations of Contractor and the Providers hereunder, the Parties agree that Contractor and the Providers are at all times acting and performing as independent contractors of District. District shall not have or exercise any control or direction over the methods by which Contractor or the Providers provide the Services and perform their respective duties and obligations under this Agreement as they relate to the diagnosis or treatment of any disease, disorder, physical deformity or injury. Nothing in this Agreement shall alter or is intended to alter the physician-patient relationship. The sole interest and responsibility of District with respect to the Services is to ensure that they are performed and rendered in a competent, efficient and satisfactory manner. Standards of medical practice and the professional duties of Contractor and each Provider shall be determined in accordance with the Medical Staff Bylaws, applicable provisions of law and other rules and regulations of any and all governmental authorities relating to licensure and regulation of physicians and advanced practice providers and to the operation of District, the Hospital and JPS Facilities, which standards shall be fully complied with by the Parties hereto.

6.2 No Employment by District. No Provider or other employee or contractor of Contractor shall be deemed an employee of District for any purpose whatsoever, and none shall be eligible to participate in any benefit program provided by District on account of this Agreement. Contractor shall be exclusively responsible for the payment of all wages, salaries, taxes, withholdings, payments, penalties, fees, fringe benefits, professional liability insurance premiums, contributions to insurance and pension or other deferred compensation plans including, but not limited to, workers' compensation and social security obligations, licensing fees, and the like, and the filing of all necessary documents, forms and returns pertinent to all of the foregoing on behalf of Contractor's employees. Contractor shall not bring, and shall, to the extent authorized by the Constitution and laws of the State of Texas, hold harmless and provide District with a defense against, any and all claims that District or any of its affiliated entities is responsible for the payment or filing of any of the foregoing payments, withholdings, contributions, taxes and documents, including but not limited to social security taxes and employer income tax withholding obligations.

6.3 Professional Expenses. Contractor shall be solely responsible for all personal and professional expenses incurred by it or any Provider to render the Services, except as mutually agreed upon in writing.

6.4 Incurring Financial Obligation. Contractor agrees and acknowledges that neither it nor any Provider has any right, power or authority to incur, nor will they incur, any financial, legal or other obligation or liability on behalf of or binding upon any JPS Affiliate. Contractor agrees to indemnify and hold each JPS Affiliate harmless from and against all financial, legal and other obligations and liabilities that directly or indirectly bind any JPS Affiliate or its managers, officers, employees, which Contractor or any Provider enters into or incurs without the express prior written approval of the JPS Affiliate in question.

6.5 Promotions. Contractor acknowledges that JPS Affiliates may elect to engage in community outreach activities designed to promote health care services and facilities, including the Services performed by Contractor.

ARTICLE 7

COMPLIANCE WITH LAWS

7.1 Generally. The Parties enter into this Agreement with the intent of conducting their relationship in full compliance with applicable federal, state and local laws governing their relationship and the performance of the Services. This Agreement shall be construed in a manner consistent with compliance with such statutes and regulations, and the Parties agree to take such actions as are necessary to construe and administer the Agreement consistent therewith.

7.2 Health Care Fraud and Abuse. The Parties are aware of and have structured this Agreement in accordance with applicable federal and state laws and regulations prohibiting fraud and abuse in health care. In particular and without limitation:

7.2.1 Anti-Kickback Statute. The Parties intend to comply with the federal AntiKickback Statute (42 U.S.C. 1320a-7b) and the safe harbor regulations promulgated thereunder, including without limitation the safe harbor for Personal Service and Management Contracts set forth at 42 CFR 1001.952(d), and with the Texas statutes regulating the solicitation of patients. It is not a purpose of this Agreement to induce the referral of patients. The Parties acknowledge that there is no obligation or compensation under this Agreement, or any agreement or understanding between them, that requires a Party or any of its affiliates to refer, recommend or arrange for any items or services paid for by Medicare, Medicaid or any other healthcare program. To the extent that a Party makes referrals for health care business, it shall make such referrals in a manner consistent with sound professional medical judgment, the wishes of the patient and/or the patient's health care plan or other payor.

7.2.2 Physician Self-Referrals. The Parties intend to comply with the federal prohibition on physician self-referrals commonly referred to as the "Stark" law (42 U.S.C 1395nn). The Parties further intend that this Agreement comply with applicable statutory and regulatory exceptions to Stark, including without limitation the exception for Personal Services Agreements set forth at 42 CFR 41l.357(d).

7.3 Health Information Privacy, Security and Breach Notification. The Parties agree to act in accordance with all applicable provisions of laws and other rules and regulations of any governmental authority relating to the activities contemplated by this Agreement, including but not limited to the Privacy, Security and Breach Notification rules promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act of 2009 ("HITECH"). The Parties agree that District and Contractor constitute an "organized health care arrangement", as that term is used in HIPAA. Accordingly, the Parties and District will work together cooperatively and in accordance with applicable federal and state laws, including without limitation: (a) the Standards for Privacy of Individually Identifiable Health Information at 45 CFR parts 160 and 164, subparts A and E; (b) the Standards for the Security of Electronic Protected Health Information at 45 CFR parts 160 and 164, subparts A and C; and (c) the Breach Notification Rules at 45 CFR parts 160 and 164, subparts A and D, as each may be amended from time to time. To the extent that Contractor is acting as a Business Associate (as defined by HIPAA) of District with respect to the services to be provided pursuant to this Agreement, Contractor agrees to execute and comply with a Business Associate Agreement on a form promulgated by District. CONTRACTOR SHALL HOLD HARMLESS, DEFEND AND INDEMNIFY THE JPS AFFILIATES, AND THEIR RESPECTIVE OFFICERS AND EMPLOYEES OF AND FROM ANY LIABILITY OR COSTS INCURRED AS A RESULT OF THE FAILURE TO COMPLY WITH THIS PARAGRAPH BY CONTRACTOR, ITS OFFICERS, EMPLOYEES AND REPRESENTATIVES, INCLUDING THE PROVIDERS.

7.4 Change in Law. Upon the occurrence of any of the following "Triggering Events," either Party may, upon written notice to the other Party, require the other Party to enter into good faith negotiations to modify the terms of this Agreement, to achieve legal compliance or alleviate a material adverse legal or financial consequence, in a manner that is least burdensome to the Parties and accommodates the terms and intent of this Agreement to the greatest extent possible. The Triggering Events are:

7.4.1 A law or regulation invalidates or otherwise is inconsistent with a term of this Agreement;

7.4.2 A law or regulation would cause a Party's performance hereunder to be unlawful;

7.4.3 A court or other tribunal of competent jurisdiction rules that a provision of this Agreement is unlawful; or

7.4.4 In the opinion of a reputable attorney, who is demonstrably familiar with health care law: (i) any federal, state or local government or agency passes, issues or promulgates any law, rule, regulation, standard or interpretation that would affect the continuing viability or legality of this Agreement, or that could cause significant and material adverse legal and/or financial consequences for a Party; or (ii) the compensation payable under this Agreement may not be consistent with fair market value or commercially reasonable for the Services actually rendered; or

7.4.5 In the opinion of a reputable attorney, who is demonstrably familiar with tax law, any federal, state or local government or agency passes, issues, promulgates or may interpret any law, rule, regulation or standard that would, as applied to the relationship between the Parties and the performance of this Agreement, call into question or threaten a Party's tax-exempt status.

If the Parties have not entered into a written agreement to so modify the terms hereof within thirty (30) days after the date of the notice seeking renegotiation, then either Party may terminate this Agreement by written notice to the other Party; provided, however, no termination pursuant to this Section shall be effective or take place until after District has engaged a substitute provider of the Medical Services to assure that Patients are able to receive uninterrupted Medical Services.

7.5 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its conflicts of law provisions. Any action to enforce this Agreement, or any judgment entered by a court in respect thereof, shall be brought in the federal or state courts having jurisdiction in Tarrant County, Texas. The Parties hereby submit to the jurisdiction of such courts for the purpose of any action to enforce this Agreement, and waive all rights and claims to challenge the propriety of the venue designation or to assert that another forum is more appropriate to resolve a dispute over enforcement of this Agreement.

ARTICLE 8

TERM AND TERMINATION

8.1 Term. The Parties agree that this Agreement shall continue for a period of three (3) years from the Effective Date ("Initial Term"). Thereafter, the District may renew the Agreement for up to two (2) additional one-year terms(each, a "Renewal Term") by providing Contractor with written notice (email notice will be acceptable) of renewal no less than thirty (30) days prior to the expiration of the then-current term. At the end of the term of the Agreement, the District reserves the right to extend the contract for up to 180 days to provide an opportunity to bring a new contract into place with another vendor. The Initial Term and Renewal Terms, if any, shall together constitute and be referred to as the "Term."

8.2 Termination Following Notice.

8.2.1 Upon Default. This Agreement may be terminated and/or all legal rights and remedies may be pursued by a non-defaulting Party upon the occurrence of an event of default that is not cured by the defaulting Party within thirty (30) days after its receipt of written notice describing the default; provided, however, that immediate termination rights are available to Contractor under Section 8.3 and to District under Section 8.4.

8.2.2 Without Cause. Either Party may terminate this Agreement at any time by delivering to the other Party no less than one hundred eighty (180) days advance written notice of its election to terminate this Agreement.

8.2.3 Upon Mutual Consent. This Agreement may be terminated at any time by mutual written agreement of the Parties.

8.2.4 Change in Law. This Agreement may be terminated in accordance with Section 7.4.

8.3 Immediate Termination by Contractor. Contractor may terminate this Agreement immediately upon any of the following occurrences: (i) loss of District's license to operate Hospital; or (ii) closure of Hospital.

8.4 Termination by District.

8.4.1 As to any Provider. Should District reasonably determine that a particular Provider should be precluded from providing Services under this Agreement, District shall have the right to require that Contractor preclude the Provider from providing Services under this Agreement. In such event, Contractor shall provide an acceptable replacement Provider.

8.4.2 As to Contractor. District shall have the right, in its reasonable discretion, upon written notice and a reasonable period for Contractor to cure, if the occurrence is subject to a cure, to terminate this Agreement immediately upon the occurrence of any of the following:

(a) Loss or failure by Contractor to provide evidence of insurance coverage for Contractor and the Providers, as required herein;

(b) Determination by District that patient health or safety is jeopardized by Contractor's actions or inactions;

(c) Determination by District that Contractor has engaged in conduct or activity that caused material harm to the reputation of any JPS Affiliate, which determination shall be reasonable and in good faith;

(d) Dissolution or entity reorganization by Contractor; provided, however, Contractor shall be permitted to assign this Agreement under such circumstances to a successor or affiliated entity upon written consent by District, which may be withheld or granted in District's sole discretion;

(e) Performance or attempted performance of any Contractor obligations through any Provider who has not been approved in advance by District, is not a member of the Medical Staff (if the Provider is a Provider) or who has been excluded from rendering Services pursuant to this Agreement; or

(f) Contractor engages in action(s) contrary to its obligations under this Agreement that are materially adverse to District, any Patients, or any JPS Affiliate or their, employees or staff, and the action(s) are not capable of being cured; or

(g) Contractor becomes the subject of an investigation or allegations pertaining to compliance with federal or state law, regulatory or agency rules, including Medicare and Medicaid payment provisions and conditions, or Contractor is proposed for exclusion from participation in a Government Health Program, or third-party reimbursement program.

8.4.3 Other Provisions. District shall have the right to terminate this Agreement immediately in accordance with Sections 2.4 and 3.7.

8.5 Subsequent Agreements. In the event this Agreement is terminated for any reason during the first year of the Initial Term, the Parties will not enter into an agreement or arrangement that is the same as or substantially similar to this Agreement during the remainder of the first year of the Initial Term.

8.6 Effect of Termination. In the event of termination of this Agreement, no Party shall have any further liability or obligation under this Agreement, except those that arose on or before the date of termination. The Sections of this Agreement that, by their terms, extend beyond termination or expiration of this Agreement shall survive and continue in full force and effect after the expiration of the Term or any termination of this Agreement.

8.7 Fiscal Funding. The Parties hereby acknowledge that District is a governmental entity subject to an annual budgetary process and restrictions on spending in conformity with that process, its approved budget and applicable law. The Parties agree that, notwithstanding any other language in this Agreement, if for any reason funds are not expressly and specifically allocated for this Agreement in the District's formally and finally approved budget in any fiscal year subsequent to that in which funds for this Agreement were first allocated, District may immediately and without penalty terminate this Agreement; provided, however, that in no event shall such a termination be effective earlier than the last date for which funds have already been so allocated. Should this Agreement become subject to termination under the provision of this Section, District and/or the District will notify Contractor in writing as soon as is reasonably possible of the pending termination and termination date.

8.8 District's Right to Retain Other Providers. Notwithstanding any other provision of this Agreement, and whether or not District terminates or has a right to terminate this Agreement, District may at any time retain the services of other parties necessary to provide the patient care and/or other services for which Contractor is responsible hereunder in the event that Contractor fails to so provide the Services, but only after Contractor has been provided with notice and opportunity to cure as set forth in Section 8.2.1 above. Contractor acknowledges that District has no obligation to compensate Contractor for Services required to be provided by Contractor under this Agreement that Contractor does not provide.

ARTICLE 9

INSURANCE

9.1 Liability Insurance.

9.1.1 Services Coverage Requirements. Contractor shall ensure that professional liability insurance covering Contractor and each Provider as to liability for claims arising from performance of the Services is in full force and effect throughout the Term. The professional liability policy(ies) for Contractor and the Providers shall be issued by an insurance company or self-insurance retention program acceptable to District and shall contain no less than the minimum limits of liability of $1,000,000 per occurrence and $3,000,000 in aggregate, or greater minimum amounts, if required by District upon recommendation by the District's Board of Managers after consultation with the Hospital Medical Executive Committee. All insurance policies for Contractor and the Providers shall provide that District be given written notice no less than thirty (30) days prior to cancellation or material change of the policy. Contractor further agrees to provide evidence of its bound insurance coverage to District, either by providing copies of policies or certificates of insurance, as reasonably requested by District.

9.1.2 "Tail" Coverage. Upon the termination or expiration of this Agreement, for the professional liability policy or policies obtained pursuant to this Section that are "claims made" insurance rather than "occurrence" insurance, Contractor shall either: (i) purchase "tail" coverage to continue the liability insurance coverage in effect until the longest statute of limitations for professional and general liability for acts committed has expired; or (ii) continue in full force and effect the same level of liability insurance coverage on a claims-made basis until the longest statute of limitations for professional and general liability for acts committed has expired (recognizing in both instances that the statute of limitations for minors is tolled until the age of majority).

9.1.3 Other Coverage Requirements. Contractor shall obtain and maintain appropriate medical malpractice coverage, and workers' compensation coverage as required by applicable law. The medical malpractice coverage shall be not less than $1,000,000 per occurrence and $3,000,000 annual aggregate; and the workers' compensation coverage shall be not less than those amounts required by Texas statute. During the Term, Contractor shall be obligated to keep all insurance premium payments current and policies in force. At least annually and when District so requests, Contractor shall provide District with a certificate of insurance evidencing the required coverage(s). Contractor shall notify District in writing at least thirty (30) days prior to any material change or cancellation of required insurance coverage.

9.1.4 Approval. District may review all policies of insurance obtained by Contractor pursuant to this Section and such policies shall be subject to the continuing approval of District, which will not be unreasonably withheld.

9.2 Managed Care/ Third Party Payor Contracts. Contractor recognizes that, as a hospital-based service, the Hospitalist Program Providers must participate in the managed care programs in which District participates. To the extent Contractor is not enrolled in any payor program in which District participates as of the Effective Date of this Agreement, Contractor shall have 90 days following the Effective Date of this Agreement to achieve enrollment and bring itself into compliance with the requirements of this Section 9.2 of the Agreement. Thereafter, to the extent Contractor fails to enroll and participate as an in-network provider with any third party payor, managed care, and/or HMO or PPO network or program in which District participates, District may, in its discretion, withhold performance compensation (as defined in Schedule 5.1), and/or issue a notice of breach and require Contractor to enroll in such payor program within the cure period contemplated under Section 8.2.1, or face termination of this Agreement. Contractor acknowledges that District may enter into one or more global payment contracts with third-party payors for services provided to Patients at District, including the Hospitalist Medicine Services provided by Contractor and the Providers pursuant to this Agreement. In such event, Contractor and District shall work cooperatively and shall document by advance written amendment to this Agreement, any agreed-upon segregation of global payments required to ensure Contractor's receipt of the professional portion of such global fees.

ARTICLE 10

INDEMNIFICATION

10.1 Generally. District and Contractor intend that under no circumstances shall a Party be made to answer for the culpability or legal responsibility of the other Party. This Agreement shall at all times be construed so as to effectuate this intent. Contractor shall protect in all legal actions, indemnify and hold harmless JPS Affiliates from and against all claims, asserted and assertable, and losses to persons or property to which any JPS Affiliate may be exposed by reason of any act, action, negligence, omission or default on the part of Contractor and/or any of the Providers in connection with the Services or performance or failure to perform obligations imposed upon them under this Agreement..

10.2 Procedure. If a claim is made against any JPS Affiliate as to which such JPS Affiliate may seek indemnification under this Agreement, District (and/or its affiliate) shall promptly notify Contractor of the nature and basis of the claim. Contractor shall, upon the request of such JPS Affiliate, assume the defense of any indemnified legal proceeding, and in the case of any such request, the defense shall be conducted by legal counsel reasonably satisfactory to the JPS Affiliate in question. In any such legal proceeding, the defense of which Contractor shall have so assumed, JPS Affiliates shall have the right to participate in the legal proceeding and to retain its own legal counsel, but the fees and expenses of its legal counsel shall be at the expense of Contractor. It is understood that the Contractor shall not, in connection with any legal proceeding or related legal proceeding in the same jurisdiction, be liable under this Agreement for the fees and expenses of more than one separate firm (in addition to any local legal counsel) for the JPS Affiliates. Contractor shall not have the authority to enter into any settlement of any legal proceeding without the written consent of the affected JPS Affiliate.

ARTICLE 11

CONFIDENTIALITY

11.1 Confidential Information. Each Party acknowledges that in connection with its performance under this Agreement, it may acquire and make use of confidential information and trade secrets of the other Party and/or a JPS Affiliate, which may include management reports, financial statements, internal memoranda, reports, patient medical records, patient and customer lists, confidential technology and other materials, records and/or information of a proprietary nature ("Confidential Information"). In order to protect the Confidential Information, each Party agrees that neither it nor its shareholders, members, directors, officers, employees, contractors, agents and any other individual acting on its behalf ("Associate(s)") will use the Confidential Information of the other Party or the JPS Affiliates except in connection with the performance of services under this Agreement, and will not disclose the Confidential Information of the other Party or any JPS Affiliate to any third-party without consent or unless required by law. In the event a Party or a JPS Affiliate receives a request or demand for the disclosure of the other Party or a JPS Affiliate's Confidential Information, the Party receiving the request or demand shall immediately provide written notice to the other Party and to any affected JPS Affiliate of the request or demand, including a copy of any written element of the request or demand.

11.2 Retention of Confidential Information. Upon termination of this Agreement, neither Party will take or retain, without prior written authorization or as otherwise authorized under this Agreement, any Confidential Information in any form (written, electronic or other media) of any kind belonging to the other Party or to any JPS Affiliate, and will return all of the Confidential information of the other Party to such Party (or to the affected JPS Affiliate) on the earlier to occur of: (i) demand for return issued by the other Party or JPS Affiliate; or (ii) termination of this Agreement. Without limiting other possible remedies for the breach of this confidentiality covenant, the Parties agree that injunctive or other equitable relief shall be available to enforce this covenant without the necessity of posting a bond of any kind, and that District will have standing to enforce this contractual provision on behalf of any affected JPS Affiliate.

11.3 Texas Public Disclosure Laws. Contractor acknowledges that District is a government entity for purposes of the Texas Public Information Act and the Texas Open Meetings Act (together, the "Public Disclosure Laws") and that District seeks to openly engage with the community it serves. Contractor shall abide by District's communications philosophy, and shall work cooperatively with District's office of communication and community affairs if and to the extent Contractor is requested (by District, or by any other person or entity) to provide public information, comment or response to any matter relevant to District operations. Nothing in this Article 11 shall be construed as: (a) preventing a Party from complying with the Public Disclosure Laws; (b) requiring a Party to violate the Public Disclosure Laws; or (c) preventing a Party from exercising any legal rights available to it under the Public Disclosure Laws.

ARTICLE 12

RECORDS

12.1 Records and Reports. Contractor will be responsible for maintaining or causing to be maintained timely, accurate and complete records, reports and other documentation pertaining to the provision of Services hereunder (collectively, "Documentation"), including without limitation scheduling and staffing reports, administrative records, quality and performance evaluations and so forth. Contractor shall ensure that each Provider prepares and timely submits Documentation related to his or her provision of the Services, including without limitation medical records and other patient care-related notes, reports, orders, files and communications, timesheets and so forth. Contractor acknowledges that documentation shall be: (a) prepared and submitted as required by the Hospital's Medical Staff Bylaws, all rules, regulations, policies and procedures of District, the JPS Facilities and this Agreement; and (b) completed by the end of the month during which the Services were rendered, for all Services. Contractor acknowledges that if required by JPS Facilities in accordance with the Compliance Program, Contractor shall take the steps necessary to amend, supplement, clarify, analyze or interpret any Documentation. All Documentation prepared by Contractor and the Providers in connection with the Services shall be the sole property and within the sole ownership and control of District and/or the JPS Affiliate which owns the records in question; provided, however, that to the extent permitted by applicable law, Contractor will have access to and be permitted to copy at its own expense any records created by Contractor and the Providers.

12.2 Access to Medical Records. The Parties recognize that each Patient has the legal right to have access to his/her medical records, that all Providers at JPS Facilities have the right to consult those records to facilitate the continuity of proper care, and that Patient records are protected as confidential and privileged under state and federal laws (including without limitation HIPAA and HITECH). Contractor and the Providers will be provided access to Patient records at any time necessary for Contractor and the Providers to fulfill their duties under this Agreement, provided Contractor and the Providers fully comply with all safeguards and legal requirements.

12.3 Business Records and Reports. In performing its duties hereunder, Contractor and the Providers may generate business or financial records and reports relating to risk management and quality control of the JPS Affiliates. Copies of any such records and reports generated by Contractor and its Providers, which are and shall be treated as Confidential Information of District and the JPS Affiliates for all purposes hereunder, shall be submitted to JPS Affiliates upon request therefor.

12.4 Ownership of Records. Contractor acknowledges that all records maintained by Contractor or any Provider on behalf of the JPS Affiliates are and shall remain the property of the JPS Affiliates and shall be treated as part of the JPS Affiliates' Confidential Information. District acknowledges that all records relating to the business operations of Contractor are Contractor's Confidential Information, and may be accessed by District only in accordance with Section 5.2.

12.5 Records for Regulatory Authorities. Until the expiration of four (4) years after the furnishing of Services under this Agreement has ended, the Parties shall make available, upon written request, to the Secretary of Health and Human Services or the Comptroller General of the United States, or any of their duly authorized representatives, this Agreement and any books, documents and records of the Parties deemed necessary to certify the nature and extent of costs for services furnished under this Agreement. If the Parties carry out any of the duties under this Agreement through a subcontract with a value or cost of $10,000.00 or more over a twelve (12) month period with a related organization, the contract shall also contain a clause that, until the expiration of four (4) years after the furnishing of the services pursuant to the subcontract, the related organization shall make available, upon written request, to the Secretary or Comptroller General, or any of their duly authorized representatives, the subcontract and any books, documents and records of the related organization that are necessary to verify the nature and the extent of the costs of contractual services rendered. If either Party is required to disclose any books, documents or records relevant to this Agreement for the purpose of an audit or investigation, the Party shall notify the other Party as to the nature and scope of the request, and the other Party shall make available all relevant books, documents and records. IF ANY AMOUNT OF REIMBURSEMENT IS DENIED OR DISALLOWED BECAUSE OF CONTRACTOR'S FAILURE TO COMPLY WITH THE OBLIGATIONS SET FORTH IN THIS SECTION, CONTRACTOR SHALL HOLD HARMLESS AND INDEMNIFY DISTRICT FOR THE AMOUNT OF THE REIMBURSEMENT DENIED, PLUS ANY INTEREST, PENALTIES AND LEGAL COSTS.

ARTICLE 13

OTHER PROVISIONS

13.1 Notices. All notices, requests and demands with respect to this Agreement shall be given to or made upon the Parties as follows:

If to District:

Tarrant County Hospital District

Attn: Karen Duncan, President I CEO

1500 South Main Street

Fort Worth, TX 76104

Facsimile: (817) 924-1207

If to Contractor:

[Contractor to complete this section]

Or in the manner any Party may designate by written notice to the other Party from time to time during the Term. All notices and communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand (with proper receipt), or mail, certified or registered, return receipt requested with proper postage prepaid.

13.2 Binding Effect: Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Contractor shall not assign or transfer, in whole or in part, this Agreement or any of Contractor's rights, duties or obligations under this Agreement without the prior written consent of District, and any assignment or transfer by Contractor without such consent shall be null and void. District may assign this Agreement to any District affiliate, upon written notice to Contractor.

13.3 Authority. The Parties represent and assure to each other that the persons executing this Agreement on their behalf, respectively, have full authority to enter into this Agreement on behalf of the Party for whom the approval signature is provided.

13.4 Patient Complaints. The Parties agree to cooperate with each other in the resolution of all patient complaints arising out of the Services. The Parties acknowledge that all patient complaints shall be resolved in accordance with the procedures established by District.

13.5 Dispute Resolution. District and Contractor agree to perform this Agreement on the basis of good faith and fair dealing. In the event a dispute arises under this Agreement, the Parties agree to first engage in a good faith effort to resolve the controversy, each at its own expense. The effort to resolve the dispute should include consideration of submission of the dispute to mediation and/or arbitration, if agreement to do so is secured from all Parties to the dispute. In the event the Parties are not successful in resolving their dispute, then any Party is free to pursue enforcement of its rights and remedies, at law or in equity.

13.6 Attorney Fees. In the event any legal action is commenced to enforce or interpret any of the provisions of this Agreement, the prevailing Party shall be entitled, to the extent permitted by law, to recover from the non-prevailing Party its reasonable attorney's fees, costs and expenses incurred in connection with the legal action.

13.7 No Third-Party Beneficiaries. No provision of this Agreement is intended to benefit any person or entity, including but not limited to any Provider who is not a Party to this Agreement, nor shall any person or entity not a Party to this Agreement have any right to seek to enforce or recover any right or remedy with respect hereto.

13.8 Non-Waiver. No waiver by a Party of any failure by another Party to keep or perform any provision, covenant or condition of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same, or any other provision, covenant or condition.

13.9 Additional Documents. Each of the Parties agrees to execute any document that may be requested from time-to-time by another Party to implement or complete the Party's obligations pursuant to this Agreement.

13.10 Entire Agreement. This Agreement, including all schedules and exhibits, contains the entire understanding and agreement of the Parties with respect to the subject matter hereof, and supersedes and replaces all prior agreements and understandings, whether written or oral, between them concerning the subject hereof. There are no representations, warranties, covenants, promises, agreements, arrangements or understandings, oral or written, express or implied, between the Parties relating to the subject matter hereof that have not been fully expressed herein.

13.11 Amendments. This Agreement may only be amended by a written document signed by the authorized representatives of the Parties.

13.12 Severability. Each provision contained in this Agreement shall be considered severable from the remainder of this Agreement. Subject to the provisions of Section 7.4, in the event any section or provision is determined to be unenforceable as written for any reason, the determination shall not adversely affect the remainder of the sections or provisions of this Agreement. In the event any section or provision is determined to be unenforceable, the Parties shall use their best efforts to amend this Agreement to supersede the unenforceable section or provision.

13.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original and all of which together shall constitute one agreement binding on the Parties. Facsimile or PDF signatures shall be treated as original signatures.

13.14 Cross-Reference. This Agreement is a full statement of services to be provided by Contractor and the Physicians. To the extent any contracts for other services exist between District and Contractor, or between District and any Physician (or the immediate family member of any Physician), such is recorded and reflected in a Master List maintained and updated by District in a central contract repository.

13.15 Force Majeure. Neither Party shall be liable for nonperformance or defective or late performance of any of its obligations under this Agreement to the extent and for such periods of time as such nonperformance, defective performance or late performance is due to reasons outside such Party's control, including acts of God, war (declared or undeclared), action of any governmental authority, riots, revolutions, fire, floods, explosions, sabotage, nuclear incidents, lightning, weather, earthquakes, storms, sinkholes, epidemics or strikes (or similar nonperformance or defective performance or late performance of employees, suppliers or subcontractors).