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Advanced Data Processing - Revenue Cycle Management Services Agreement for Fire DepartmentAGREEMENT FOR SERVICES (For contracts of $5,000 or less) This AGREEMENT made this l goday of , 2012 , between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and Advanced Data Processing, Inc. DBA Intermedix, a Delaware Corporation ( "CONSULTANT "), having a principal place of business at with principal offices located at 6451 North Federal Highway, Suite 1000, Fort Lauderdale, Florida 33308. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on May 1, 2012 and will continue in effect through April 30, 2015. unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" within the time periods described therein. Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT'S services. 1MDOLINGER11040631.1 -1- 041712- 04706094 Employment of Assistants CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT'S services. ARTICLE 4. COMPENSATION In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT as provided for in Exhibit `B ", "Payment Schedule ". Invoices CONSULTANT shall submit invoices for all services rendered. Payment Payment shall be due within thirty (30) days after receipt of invoice describing the work performed during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses; ISbnds or taxes required of or imposed against CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be responsible for any expenses incurred by CONSULTANT in performing services for CITY 1MDOLINGER11040631.1 -2- 041712-04706094 ARTICLE 5. OBLIGATIONS OF CONSULTANT Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. Licenses CONSULTANT shall possess a State of California Contractor's license in the appropriate category for performing services under this Agreement. CONSULTANT shall obtain a City of Gilroy Business License. Workers' Compensation CONSULTANT agrees to provides workers' compensation insurance for CONSULTANT'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising out of any injury, disability, or death of any of CONSULTANT'S employees. Indemnification of Liability, Duty to Defend To the fullest extent permitted by law, CONSULTANT shall defend through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees ( "LIABILITIES "), to the extent arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property, except to the extent that any such liabilities result from or arise out of any negligence or willful misconduct of the CITY. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof. As a condition precedent to CITY'S obligations under this Agreement, CONSULTANT shall furnish evidence of such coverage (naming CITY, its officers and employees as additional insured on the Comprehensive Liability insurance policy referred to in (a)). NDOLINGER11040631.1 -3- 041712-04706094 Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. State and Federal Taxes As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT'S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT'S behalf; • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers' compensation insurance on behalf of CONSULTANT. ARTICLE 6. OBLIGATIONS OF CITY Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT'S duties under this Agreement. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement. events: ARTICLE 7. TERMINATION OF AGREEMENT Termination on Occurrence of Stated Events This Agreement shall terminate automatically on the occurrence of any of the following 1. Bankruptcy or insolvency of either party; 2. Sale of the business of either party; 3. Death of either party. WDOLINGEM1040631.1 -4- 041712- 04706094 Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONSULTANT. CONSULTANT shall be given fifteen (15) calendar days to cure any defaults. If the CITY in its sole discretion deems the CONSULTANT has not cured the defaults the Agreement shall terminate upon written notice by the City. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: Not performing any of its services professionally and/or timely. 2. CONSULTANT'S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work satisfactorily completed through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit `B" which have been fully, competently and timely rendered by CONSULTANT. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. Transition After Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of its services, and shall act in such a manner as to facilitate any new CONSULTANT'S assumption of duties. ARTICLE 8. GENERAL PROVISIONS Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to a party at the address appearing below such party's signature below, but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. 1MDOLINGER11040631.1 -5- 041712- 04706094 Entire Agreement of the Parties This Agreement supersedes any and all prior agreements, either oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by both parties. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Americans With Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans With Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. The Contractor shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation attorneys' fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. Compliance With Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. WDOLINGER11040631.1 -6- 041712- 04706094 Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of California. Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The parties specifically agree that the exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in the State courts of the State of California located in Santa Clara County, California. IMDOLINGER11040631.1 -%- 041712- 04706094 Executed at Gilroy, California, on the date and year first above written. CONSULTANT: Advanced Data Processing, Inc. dba Intermedix, a Doaw rporation By: 4Q (L oug %amon, President Address for Notices: C/O Intermedix Corporation 6451 N. Federal Highway, Ste. 1000 Ft. Lauderdale, FL 33308 Attn: Joe McCloskey, Vice President, Compliance Officer Social Security or Taxpayer Identification Number: Ao-•.3r, bsof I (CORPORATE SEAL) STATE OF FLORIDA BROWARD COUNTY \MDOLINGER \1040631.1 -8- 041712- 04706094 CITY: CI 7TTh ROY By s J. Ha d, City Administrator Address for Notices: 7351 Rosanna Street Gilroy, CA 95020 Attn: City Administrator Approved as to Form: Linda Callon, City Attorney BEFORE ME, an officer duly authorized by law to administer oaths and take acknowledgments, personally appeared Doug Shamon, as President of Advanced Data Processing, Inc. dba Intermedix, a Delaware corporation, and acknowledged execution of the foregoing AGREEMENT for the use and purposes mentioned in it and that the instrument is the act and deed of INTERMEDIX. IN WITNESS OF THE FOREGOING, I have set my hand and official seal at 69x-i Ze- NlklatIG in the State and County aforesaid on P-j L a 3 , 2012- Notary Publi , State of Florida My Commission expires: S/7- /,7-013 Notary Public State of Florida Cindy R Gardner c° My Commission DD879720 o►no� Expires 05/12 /2013 1MDOLINGER11040631.1 -9- 041712-04706094 EXHIBIT "A" I. SCOPE OF SERVICES Base Services and Obligations: A. CONSULTANT shall provide revenue cycle management services for CITY as described below. CONSULTANT shall, during the Term: (1) Prepare and submit initial claims and bills for CITY promptly upon receipt of all required information, and prepare and submit secondary claims and bills promptly after identification of the need to submit a secondary claim. (2) Assist CITY in identifying necessary documentation in order to process and bill the accounts. (3) Direct payments to a lockbox or bank account designated by CITY, to which CITY alone will have signature authority. (4) Pursue appeals of denials, partial denials and rejections when deemed appropriate by CONSULTANT. (5) Respond to and follow up with Payors and respond to messages or inquiries from a Payor. (6) Provide appropriate storage and data back -up for records pertaining to CITY's bills and collections hereunder, accessible to CITY at reasonable times. (7) Maintain records of services performed and financial transactions. (8) Meet, as needed, with representatives of CITY to discuss results, problems and recommendations. (9) Provide any CITY - designated collection agency with the data necessary for collection services to be performed when an account is referred to such agency. (10) Support the CITY in filing and maintaining required documentation and agreements with Payors (e.g., Medicare, Medicaid, Champus, etc.). However, CITY shall remain responsible for all required documentation. (11) Provide reasonably necessary training periodically, as requested by CITY, to CITY's emergency medical personnel regarding the gathering of the necessary information and proper completion of run reports. (12) Utilize up -to -date knowledge and information with regard to coding requirements and standards, to comply with applicable federal, state and local regulations. (13) Provide a designated liaison for CITY, patient and other Payor concerns. WDOLINGEM1040631.1 -1- 041712-04706094 (14) Provide a toll free telephone number for patients and other Payors to be answered as designated by CITY. (15) Facilitate proper security of confidential information and proper shredding of disposed materials containing such information. (16) Establish arrangements with hospitals to obtain/verify patient insurance and contact information. (17) Respond to any CITY, Payor or patient inquiry or questions promptly. (18) Maintain appropriate accounting procedures for reconciling deposits, receivables, billings, patient accounts, adjustments and refunds. (19) Provide reasonable access to CITY for requested information in order for CITY to perform appropriate and periodic audits. Reasonable notice will be given to CONSULTANT for any planned audit and will be conducted during normal business hours of CONSULTANT, all at the CITY's expense. (20) Provide timely reports facilitating required aspects of monitoring, evaluating, auditing and managing the Services provided. (21) Process refund requests and provide CITY with documentation substantiating each refund requested. (22) Assign billing to patient account numbers providing cross - reference to CITY's assigned transport numbers. (23) Maintain responsibility for obtaining missing or incomplete insurance information. (24) Provide accurate coding of medical claims based on information provided by CITY. (25) Negotiate and arrange modified payment schedules for individuals unable to pay full amount when billed. (26) Retain accounts for a minimum of twelve (12) months (unless otherwise specified by mutual agreement) and after (12) months turn over accounts for which no collection has been made (unless insurance payment is pending) to an agency designated by CITY. Notwithstanding the foregoing, no account shall be turned over for collection without CITY's consent. (27) Permit real -time read only electronic look -up access by CITY to CONSULTANT's SaaS Service to obtain patient data and billing information. WDOLINGER110406311 -2- 041712- 04706094 (28) Maintain records in an electronic format that is readily accessible by CITY personnel and that meets federal and state requirements for maintaining patient medical records. (29) Create, implement and comply with a Compliance Plan consistent with the Compliance Program Guidance for Third Party Medical Billing Companies 63 FR 70138; (December 18, 1998) promulgated by the Office of Inspector General of the Department of Health and Human Services (OIG). B. CITY's Responsibilities and Obligations: (1) From each person who receives EMS from CITY ( "Patient"), CITY shall use its best efforts to obtain and forward the following information ( "Patient Information ") to CONSULTANT: (a) the Patient's full name and date of birth; (b) the mailing address (including zip code) and telephone number of the Patient or other party responsible for payment ( "Guarantor "); (c) the Patient's social security number; (d) the name and address of the Patient's health insurance carrier, name of policyholder or primary covered party, and any applicable group and identification numbers; (e) the auto insurance carrier address and/or agent's name and phone number if an automobile is involved; (f) the employer's name, address and Workers Compensation Insurance information if the incident is work related; (g) the Patient's Medicare or Medicaid HIC numbers if applicable; (h) the Patient's or other responsible party's signed payment authorization and release of medical authorization form or other documentation sufficient to comply with applicable signature requirements; (i) the call times, transporting unit, and crew members with their license level, i.e. EMT -B, EMT -I, or EMT -P; (j) odometer readings such that loaded miles may be calculated; (k) physician certification statements (PCS) for non - emergency transports that are to be billed to Medicare pursuant to CMS regulations; and (1) any other information that CONSULTANT may reasonably require to bill the Patient or other Payor. NDOLINGER11040631.1 -3- 041712-04706094 (2) CITY certifies that to the best of the CITY's actual knowledge all information provided to CONSULTANT shall be accurate and complete. CONSULTANT shall have no obligation to verify the accuracy of such information, and CITY shall be solely responsible for such accuracy. CITY agrees to indemnify and hold CONSULTANT, its agents, and employees harmless from any and all liabilities and costs, including reasonable attorneys' fees, resulting from (a) any inaccurate or misleading information provided to CONSULTANT that results in the actual or alleged submission of a false or fraudulent claim or (b) any other actual or alleged violation of local, state or federal laws., including but not limited laws applicable to Medicare, Medicaid or any other public or private Payor or enforcement agency, except if such actions result from any willful or negligent acts, errors or omissions of CONSULTANT (3) CITY will provide CONSULTANT with necessary documents required by third parties to allow for the electronic filing of claims by CONSULTANT on CITY's behalf. (4) CITY will provide CONSULTANT with its approved billing policies and procedures, including dispatch protocols, fee schedules and collection protocols. CITY will be responsible for engaging any third party collection service for uncollectible accounts after CONSULTANT has exhausted its collection efforts. (5) CITY will timely process refunds identified by CONSULTANT for account overpayments. (6) CITY will provide a lock box or bank account address to CONSULTANT and will instruct the lock box or bank custodian agency to forward all documents to CONSULTANT for processing. (7) CITY will provide CONSULTANT with daily bank balance reporting capabilities via the bank's designated web site. (8) CITY will cooperate with CONSULTANT in all matters to ensure proper compliance with laws and regulations. (9) CITY represents and warrants that all of its employees, personnel and independent contractors involved in the delivery of EMS or otherwise performing services for CITY: (i) hold the licensure or certification required to perform such services, (ii) have not been convicted of a criminal offense related to health care or been listed as debarred, excluded or otherwise ineligible for participation in a Federal health care program and (iii) are not excluded persons listed on any of the following: (a) the Office of the Inspector General List of Excluded Individuals and Entities; (b) the General Services Administration's Excluded Parties List; and (c) the Office of Foreign Asset Control's Specially Designated Nationals List. (10) CITY agrees that it will forward to CONSULTANT copies of checks, or other payment documentation requested by CONSULTANT relating to the subject matter of this Agreement, within 10 days of the date of receipt of those payments. WOLINGEM1040631.1 -4' 041712-04706094 (11) CITY agrees to notify CONSULTANT in the event that their ePCR vendor performs any system upgrades. Notification may be made in writing to support@Intermedix.com. II. NOTICE TO PROCEED /COMPLETION OF SERVICE CONSULTANT shall commence services upon delivery to CONSULTANT of written Notice to Proceed. III. SCHEDULE IV. DIRECT EXPENSES Direct expenses are charges and fees not included in the Scope of Services described above. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. V. GENERAL PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT'S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the services furnished by it under this Agreement. The CITY'S review, acceptance or payment for any of the services required under this Agreement shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of NDOLINGER11040631.1 -5- 041712- 04706094 verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY'S request. [ D. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. E. OWNERSHIP OF MATERIAL. All data, reports and work products (including information developed on computer(s)) prepared (or caused to be prepared) under this Agreement shall be the property of CITY. CITY acknowledges that CONSULTANT and its suppliers, including, without limitation, the suppliers of certain Third -Party Intellectual Property Rights, have, retain and own all right, title and interest in and to the "Product", which is defined as CONSULTANT's software, and all patent, copyright, trademark and service mark and trade name and the goodwill associated therewith, trade secret, inventions, technology, ideas, know -how, and all other intellectual property rights and all other rights pertaining thereto. All such right, title and interest shall be and remain the sole property of CONSULTANT. CITY shall not be an owner of, or have any interest in the Product but rather, such CITY only has a right to use the Product to access CITY specific information. Neither CITY nor its Users shall: (i) remove any copyright, patent or other proprietary legends from the Product; (ii) sub - license, lease, rent, assign, transfer or allow any third -party any right to use the Product; (iii) alter, modify, copy, enhance or adapt any component of the Product; (iv) attempt to reverse engineer, covert, translate, decompile, disassemble or merge any portion of the Product with any other software or materials; (v) otherwise create or attempt to create any derivative works from this Product, or permit persons who are not Users any access to the Product or its operations, and any attempt to do any of the above shall void all warranties given CITY by CONSULTANT and shall be a material breach of this Agreement. F. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. G. WAIVER. CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. WDOIINGEM1040631.1 041712-04706094 IN H. AMENDMENTS. No alterations or changes to the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto. I. CONFLICT OF INTEREST. CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. J. CAPTIONS. The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered nor referred to for resolving questions or interpretation. IMDOLINGER11040631.1 -7- 041712- 04706094 EXHIBIT "B" PAYMENT SCHEDULE Fees. CONSULTANT shall be paid by CITY a monthly amount representing fees for the Services provided by CONSULTANT hereunder, computed as follows: 1. Twenty Six dollars ($26.00) per incident submitted by CITY to CONSULTANT for EMS billing services, plus (b) one dollar $1.00 per HIPAA- compliant Notice of Privacy Practices sent to patients if this optional service is requested by CITY CONSULTANT reserves the right to increase these fees upon thirty (30) days written notice to CITY if postage is increased by the United States Postal Service, but only in an amount necessary to cover additional postage costs. Such increase shall not require agreement or consent by CITY. NDOLINGER11040631.1 -1- 041712-04706094 Business Associate Addendum This Business Associate Agreement ( "Agreement ") is entered into between the City of Gilroy ("Covered Entity ") and Advanced Data Processing, Inc. (DBA Intermedix) ( "Business Associate "), effective as of z; 20 the "Effective Date "). WHEREAS, Covered Entity and Business Associate have entered into, or plan to enter into, an agreement or other documented arrangement (the "Underlying Agreement "), pursuant to which Business Associate may provide services for Covered Entity that require Business Associate to access, create and/or use Protected Health Information ( "PHI ") that is confidential under state and/or federal law; and WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed by Covered Entity to Business Associate, or collected or created by Business Associate pursuant to the Underlying Agreement, in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104 -191 ("HIPAA'), and the regulations promulgated there under, including, without limitation, the regulations codified at 45 CFR Parts 160 and 164 ( "HIPAA Regulations "); and the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009, and its implementing regulations and guidance issued by the Secretary of the Department of Health and Human Services (the "Secretary") (the " HITECH Act "), and other applicable state and federal laws, all as amended from time to time; and WHEREAS, the HIPAA Regulations require Covered Entity to enter into an agreement with Business Associate meeting certain requirements with respect to the Use and Disclosure of PHI, which are met by this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein and the exchange of information pursuant to this Agreement, the parties agree as follows: Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to them in the HIPAA Regulations or the HITECH Act, as applicable, unless otherwise defined herein. 2. Obligations of Business Associate. (a) Permitted Uses and Disclosures. Business Associate shall only Use or Disclose PHI for the purposes of (i) performing Business Associate's obligations under the Underlying Agreement and as permitted by this Agreement; or (ii) as permitted or required by law; or (iii) as otherwise permitted by this Agreement. Further, Business Associate shall not Use or Disclose PHI in any manner that would constitute a violation of the HIPAA Regulations or the HITECH Act if so used by Covered Entity, except that Business Associate may Use PHI (i) for the proper management and administration of Business Associate; or (ii) to carry out the legal responsibilities of Business Associate. Business Associate may Disclose PHI for the proper management and administration of Business Associate, to carry out its legal responsibilities or for payment purposes as specified in 45 CFR § 164.506(c)(1) and (3), including but not limited NDOLINGER11040631.1 -2- 041712-04706094 �. I• f I °: to Disclosure to a business associate on behalf of a covered entity or health care provider for payment purposes of such covered entity or health care provider, with the expectation that such parties will provide reciprocal assistance to Covered Entity, provided that with respect to any such Disclosure either (i) the Disclosure is Required by Law; or (ii) for permitted Disclosures when required by law, Business Associate shall obtain a written agreement from the person to whom the PHI is to be Disclosed that such person will hold the PHI in confidence and will not use and further disclose such PHI except as Required by Law and for the purpose(s) for which it was Disclosed by Business Associate to such person, and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached. (b) Appropriate Safeguards. Business Associate shall implement administrative, physical, and technical safeguards that (i) reasonably and appropriately protect the confidentially, integrity, and availability of electronic PHI that it creates, receives, maintains or transmits on behalf of Covered Entity; and (ii) prevent the Use or Disclosure of PHI other than as contemplated by the Underlying Agreement and this Agreement. (c) Compliance with Security Provisions. Business Associate shall (i) implement and maintain administrative safeguards as required by 45 CFR § 164.308, physical safeguards as required by 45 CFR § 164.310 and technical safeguards as required by 45 CFR § 164.312; (ii) implement and document reasonable and appropriate policies and procedures as required by 45 CFR § 164.316; and (iii) be in compliance with all requirements of the HITECH Act related to security and applicable as if Business Associate were a "covered entity," as such term is defined in HIPAA. (d) Compliance with Privacy Provisions. Business Associate shall only Use and Disclose PHI in compliance with each applicable requirement of 45 CFR § 164.5O4(e). Business Associate shall comply with all requirements of the HITECH Act related to privacy and applicable as if Business Associate were a "covered entity," as such term is defined in HIPAA. (e) Duty to Mitigate. Business Associate agrees to mitigate, to the extent practicable and mandated by law, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of the requirements of this Agreement. (f) Encryption. To facilitate Business Associate's compliance with this Agreement and to assure adequate data security, Covered Entity agrees that all PHI provided or transmitted to Business Associate pursuant to the Underlying Agreement shall be provided or transmitted in a manner which renders such PHI Unusable, Unreadable or Indecipherable to Unauthorized Individuals, through the use of a technology or methodology specified by the Secretary in the guidance issued under Section 13402(h)(2) of the HITECH Act on the HHS Web site. Covered Entity acknowledges that failure to do so could contribute to or permit a Breach triggering notification obligations under the HITECH Act and further agrees that Business Associate shall have no liability for any Breach caused by such failure. IMDOLINGER \1040631.1 -3- 041712-04706094 3. Reporting. (a) Security Incidents and/or Unauthorized Use or Disclosure. Business Associate shall report to Covered Entity a successful Security Incident or any Use and/or Disclosure of PHI other than as provided for by this Agreement or permitted by applicable law within a reasonable time of becoming aware of such Security Incident and/or unauthorized Use or Disclosure (but not later than ten (10) days thereafter), in accordance with the notice provisions set forth herein. Business Associate shall take (i) prompt action to cure any such deficiencies as reasonably requested by Covered Entity; and (ii) any action pertaining to such Security Incident and/or unauthorized Use or Disclosure required by applicable federal and state laws and regulations. If such successful Security Incident or unauthorized Use or Disclosure results in a Breach as defined in the HITECH Act, then Business Associate shall comply with the requirements of Section 3.b below. (b) Breach of Unsecured PHI. The provisions of this Section 3.b are effective with respect to the discovery of a Breach of Unsecured PHI occurring on or after September 23, 2009. With respect to any unauthorized acquisition, access, Use or Disclosure of Covered Entity's PHI by Business Associate, its agents or subcontractors, Business Associate shall (i) investigate such unauthorized acquisition, access, Use or Disclosure; (ii) determine whether such unauthorized acquisition, access, Use or Disclosure constitutes a reportable Breach under the HITECH Act; and (iii) document and retain its findings under clauses (i) and (ii). If Business Associate discovers that a reportable Breach has occurred, Business Associate shall notify Covered Entity of such reportable Breach in writing within thirty (30) days of the date Business Associate discovers such Breach. Business Associate shall be deemed to have discovered a Breach as of the first day that the Breach is either known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach, or by exercising reasonable diligence should have been known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach. To the extent the information is available to Business Associate, Business Associate's written notice shall include the information required by 45 CFR § 164.410. Business Associate shall promptly supplement the written report with additional information regarding the Breach as it obtains such information. Business Associate shall cooperate with Covered Entity in meeting Covered Entity's obligations under the HITECH Act with respect to such Breach. 4. Business Associate's Agents. To the extent that Business Associate uses one or more subcontractors or agents to provide services under the Underlying Agreement, and such subcontractors or agents receive or have access to PHI, Business Associate shall sign an agreement with such subcontractors or agents containing substantially the same provisions as this Agreement. 5. Rights of Individuals. (a) Access to PHI. Within ten (10) days of receipt of a request by Covered Entity, Business Associate shall make PHI maintained in a Designated Record Set available to Covered Entity or, as directed by Covered Entity, to an individual to enable Covered Entity to fulfill its obligations under 45 CFR § 164.524. Subject to Section 5.b below, (i) in the event that any individual requests access to PHI directly from Business Associate in connection with a \MDOLINGER \1040631.1 -4- 041712- 04706094 routine billing inquiry, Business Associate shall directly respond to such request in compliance with 45 CFR § 164.524; and (ii) in the event such request appears to be for a purpose other than a routine billing inquiry, Business Associate shall forward a copy of such request to Covered Entity and shall fully cooperate with Covered Entity in responding to such request. In either case, a denial of access to requested PHI shall not be made without the prior written consent of Covered Entity. (b) Access to Electronic Health Records. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity with respect to PHI, then, to the extent an individual has the right to request a copy of the PHI maintained in such Electronic Health Record pursuant to 45 CFR § 164.524 and makes such a request to Business Associate, Business Associate shall provide such individual with a copy of the information contained in such Electronic Health Record in an electronic format and, if the individual so chooses, transmit such copy directly to an entity or person designated by the individual. Business Associate may charge a fee to the individual for providing a copy of such information, but such fee may not exceed Business Associate's labor costs in responding to the request for the copy. The provisions of 45 CFR § 164.524, including the exceptions to the requirement to provide a copy of PHI, shall otherwise apply and Business Associate shall comply therewith as if Business Associate were the "covered entity," as such term is defined in HIPAA. At Covered Entity's request, Business Associate shall provide Covered Entity with a copy of an individual's PHI maintained in an Electronic Health Record in an electronic format and in a time and manner designated by Covered Entity in order for Covered Entity to comply with 45 CFR § 164.524, as amended by the HITECH Act. (c) Amendment of PHI. Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR §.164.526 at the request of Covered Entity or an Individual, and in the time and manner designated by Covered Entity. (d) Accounting Rights. This Section 5.d is subject to Section 5.e below. Business Associate shall make available to Covered Entity, in response to a request from an individual, information required for an accounting of disclosures of PHI with respect to the individual, in accordance with 45 CFR § 164.528, incorporating exceptions to such accounting designated under such regulation. Such accounting is limited to disclosures that were made in the six (6) years prior to the request and shall not include any disclosures that were made prior to the compliance date of the HIPAA Regulations. Business Associate shall provide such information as is necessary to provide an accounting within ten (10) days of Covered Entity's request. Such accounting must be provided without cost to the individual or to Covered Entity if it is the first accounting requested by an individual within any twelve (12) month period; however, a reasonable, cost -based fee may be charged for subsequent accountings if Business Associate informs Covered Entity and Covered Entity informs the individual in advance of the fee, and the individual is afforded an opportunity to withdraw or modify the request. Such accounting obligations shall survive termination of this Agreement and shall continue as long as Business Associate maintains PHI. (e) Accounting of Disclosures of Electronic Health Records. The provisions of this Section 5.e shall be effective on the date specified in the HITECH Act. If Business WDOLINGEM1040631.1 -5- 041712-04706094 I. Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity, then, in addition to complying with the requirements set forth in Section 5.d above, Business Associate shall maintain an accounting of any Disclosures made through such Electronic Health Record for Treatment, Payment and Health Care Operations, as applicable. Such accounting shall comply with the requirements of the HITECH Act. Upon request by Covered Entity, Business Associate shall provide such accounting to Covered Entity in the time and manner specified by Covered Entity and in compliance with the HITECH Act. Alternatively, if Covered Entity responds to an individual's request for an accounting of Disclosures made through an Electronic Health Record by providing the requesting individual with a list of all business associates acting on behalf of Covered Entity, then Business Associate shall provide such accounting directly to the requesting individual in the time and manner specified by the HITECH Act. (f) Agreement to Restrict Disclosure. If Covered Entity is required to comply with a restriction on the Disclosure of PHI pursuant to Section 13405 of the HITECH Act, then Covered Entity shall, to the extent necessary to comply with such restriction, provide written notice to Business Associate of the name of the individual requesting the restriction and the PHI affected thereby. Business Associate shall, upon receipt of such notification, not Disclose the identified PHI to any health plan for the purposes of carrying out Payment or Health Care Operations, except as otherwise required by law. Covered Entity shall also notify Business Associate of any other restriction to the Use or Disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR § 164.522. 6. Remuneration and Marketing. (a) Remuneration for PHI. This Section 6.a shall be effective with respect to exchanges of PHI occurring six (6) months after the date of the promulgation of final regulations implementing the provisions of Section 13405(d) of the HITECH Act. On and after such date, Business Associate agrees that it shall not, directly or indirectly, receive remuneration in exchange for any PHI of Covered Entity except as otherwise permitted by the HITECH Act. (b) Limitations on Use of PHI for Marketing, Purposes. Business Associate shall not Use or Disclose PHI for the purpose of making a communication about a product or service that encourages recipients of the communication to purchase or use the product or service, unless such communication: (i) complies with the requirements of subparagraph (i), (ii) or (iii) of paragraph (1) of the definition of marketing contained in 45 CFR § 164.501; and (ii) complies with the requirements of subparagraphs (A), (B) or (C) of Section 13406(a)(2) of the HITECH Act, and implementing regulations or guidance that may be issued or amended from time to time. Covered Entity agrees to assist Business Associate in determining if the foregoing requirements are met with respect to any such marketing communication. 7. Governmental Access to Records. Business Associate shall make its internal practices, books and records relating to the Use and Disclosure of PHI available to the Secretary for purposes of determining Covered Entity's compliance with the HIPAA Regulations and the HITECH Act. Except to the extent prohibited by law, Business Associate agrees to notify Covered Entity of all requests served upon Business Associate for information or documentation by or on behalf of the Secretary. Business Associate shall provide to Covered Entity a copy of 1MDOLINGER11040631.1 -6- 041712- 04706094 any PHI that Business Associate provides to the Secretary concurrently with providing such PHI to the Secretary. 8. Minimum Necessary. To the extent required by the HITECH Act, Business Associate shall limit its Use, Disclosure or request of PHI to the Limited Data Set or, if needed, to the minimum necessary to accomplish the intended Use, Disclosure or request, respectively. Effective on the date the Secretary issues guidance on what constitutes "minimum necessary" for purposes of the HIPAA Regulations, Business Associate shall limit its Use, Disclosure or request of PHI to only the minimum necessary as set forth in such guidance. 9. State Privacy Laws. Business Associate shall comply with state laws to extent that such state privacy laws are not preempted by HIPAA or the HITECH Act. 10. Termination. (a) Breach by Business Associate. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate's obligations under this Agreement, then Covered Entity shall promptly notify Business Associate. With respect to such breach or violation, Covered Entity shall (i) take reasonable steps to cure such breach or end such violation, if possible; or (ii) if such steps are either not possible or are unsuccessful, upon written notice to Business Associate, terminate its relationship with Business Associate; or (iii) if such termination is not feasible, report Business Associate's breach or violation to the Secretary. (b) Breach by Covered Entity. If Business Associate knows of a pattern of activity or practice of Covered Entity that constitutes a material breach or violation of Covered Entity's obligations under this Agreement, then Business Associate shall promptly notify Covered Entity. With respect to such breach or violation, Business Associate shall (i) take reasonable steps to cure such breach or end such violation, if possible; or (ii) if such steps are either not possible or are unsuccessful, upon written notice to Covered Entity, terminate its relationship with Covered Entity; or (iii) if such termination is not feasible, report Covered Entity's breach or violation to the Secretary. (c) Effect of Termination. Upon termination of this Agreement for any reason, Business Associate shall either return or destroy all PHI, as requested by Covered Entity, that Business Associate or its agents or subcontractors still maintain in any form, and shall retain no copies of such PHI. If Covered Entity requests that Business Associate return PHI, such PHI shall be returned in a mutually agreed upon format and timeframe. If Business Associate reasonably determines that return or destruction is not feasible, Business Associate shall continue to extend the protections of this Agreement to such PHI, and limit further uses and disclosures of such PHI to those purposes that make the return or destruction of such PHI not feasible. If Business Associate is asked to destroy the PHI, Business Associate shall destroy PHI in a manner that renders the PHI unusable, unreadable or indecipherable to unauthorized individuals as specified in the HITECH Act. 11. Amendment. The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required 1MDOLINGER11040631.1 '7_ 041712-04706094 to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement any new or modified standards or requirements of HIPAA, the HIPAA Regulations, the HITECH Act and other applicable laws relating to the security or privacy of PHI. Upon the request of Covered Entity, Business Associate agrees to promptly enter into negotiation concerning the terms of an amendment to this Agreement incorporating any such changes. 12. No Third Pggy Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever. 13. Effect on Underlying Agreement. In the event of any conflict between this Agreement and the Underlying Agreement, the terms of this Agreement shall control. 14. Survival. The provisions of this Agreement shall survive the termination or expiration of the Underlying Agreement. 15. Interpretation. This Agreement shall be interpreted as broadly as necessary to implement and comply with HIPAA, the HIPAA Regulations and the HITECH Act. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with such laws. 16. Governing Law. To the extent this Agreement is not governed by federal law, this Agreement shall be construed in accordance with the laws of the State of California. 17. Venue. Exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in the state courts of the State of California located in the County of Santa Clara, California, and, where applicable, Federal courts located in the County of Santa Clara, California. 18. Notices. All notices required or permitted under this Agreement shall be in writing and sent to the other party as directed below or as otherwise directed by either party, from time to time, by written notice to the other. All such notices shall be deemed validly given upon receipt of such notice by certified mail, postage prepaid, facsimile transmission, e-mail or personal or courier delivery: If to Covered Entity: City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Attn: Tom Haglund, City Administrator Telephone no: (408) 846 -0202 Facsimile no: (408) 846 -0500 Email Address: E -mail: Tom.Haglund @ci.gilroy.ca.us 1MDOLINGER11040631.1 -8- 041712-04706094 Business Associate: C/O Intermedix Corporation 6451 N. Federal Highway, Suite 100® Ft. Lauderdale, F133308 Attn: Joe McCloskey, Vice President, Compliance Officer Telephone no: 954- 308 -8714 Facsimile no: 305 -521 -0785 Email Address: joe.mccloskey @intermedix.com 1MDOLINGER11040631.1 -9- 041712- 04706094 ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 06 (MWDDN12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LaPorte &Associates, Inc. 5515 S.E. Milwaukie Avenue Portland, OR 97202 CUNT T NAME: M,PHONE FAX Ext: 503.239.4116 (AC, No): 503. 2 3 1. 902 1 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIL# INSURER A : VALLEY FORGE INSURANCE CO 20508 INSURED Compview, Inc. PO BOX 518 Beaverton, OR 97075-0518 INSURER B: Continental Casualty Company 20443 INSURER C: American Casualty Co. of Reading PA INSURER D: PREMISES (Ea occurrence) INSURER E MED EXP (Any one person) INSURER F: PERSONAL & ADV INJURY COVERAGES CERTIFICATE NUMBER: 12 -13 GL /Auto /Umb/WC Inst REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM /DD/YYYY ) (MMIDDNYM LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Al OCCUR X Contractual Li ab X Eric Torkelson /SARAH 402495895 07/01/2012 07101/2013 EACH OCCURRENCE $ 1, 000, 00C. PREMISES (Ea occurrence) $ 100,0 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 X WA Stop Gap GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X PRO LOC JECT PRODUCTS - COMP /OP AGG $ 2,000,000 $ A AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS X HIRED AUTOS X NON-OWNED AUTOS X Physical 4024958945 07/01/2012 07101/2013 (Eaaccident) $ 1,000,00 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ (Per accident) $ B X UMBRELLA LIAS EXCESS LIAB OCCUR CLAIMS -MADE 402482098 07/0112012 07/0112013 EACH OCCURRENCE $ 10, 000, 00 AGGREGATE $ 10, 000, 00 DED I I RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY OFFICER/MEMBER EXCLUDED? ECUTIVF� (Mandatory In NH) yes, describe under DESCRIPTION OF OPERATIONS below D N /A CALIFORNIA #402722418 ALL OTHER STATES #4028895663 04101/2012 04/0112013 RY 1 10 1 TO W LIMITS ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E. L. DISEASE - POLICY LI MIT $ 1,000,00 A Installation Floater 402495895 07/011201210710112013' $1,000,000 Limit ACV $1,000 Deductible All Risk Coverage DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) City of Gilroy, 7351 Rosanna Street, Gilroy, CA, 95020 is additional insured as required by written contract and per the policy form attached. CERTIFICATE HOLDER CANCELLATION ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Gilroy AUTHORIZED REPRESENTATIVE - J �� 7351 Rosanna Street Gilroy, CA 95020 Eric Torkelson /SARAH ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD G 1403 31 C 101.0 Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - WITH PRODUCTS - COMPLETED OPERATIONS COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE (OPTIONAL) Name of Additional Insured Persons Or Organizations (As required by "written contract" per Paragraph A. below.) Locations of Covered Operations (As per the "written contract," provided the location is within the 'coverage territory" of this Coverage Part.) A. Section II - Who Is An Insured is amended to include as an additional insured: 1. Any person or organization whom you are required by "written contract' to add as an additional insured on this Coverage Part; and 2. The particular person or organization, if any, scheduled above. B. The insurance provided to the additional insured is limited as follows: 1. The person or organization is an additional insured only with respect to liability for "bodily injury," "property damage," or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf in the performance of your ongoing operations specified in the "written contract "; or c. "Your work" that is specified in the "written contract" but only for "bodily injury" or "property damage" included in the "products- completed operations hazard," and only if: (1) The "written contract' requires you to provide the additional insured such coverage; and (2) This Coverage Part provides such coverage. 2. We will not provide the additional insured any broader coverage or any higher limit of insurance than the least that is: a. Required by the "written contract'; b. Described in B.1. above; or c. Afforded to you under this policy. 3. This insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. But if required by the "written contract," this insurance will be primary and non- contributory relative to insurance on which the additional insured is a Named Insured. 4. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury arising out of: a. The rendering of, or the failure to render, any professional architectural, engineering, or surveying G140331C 1010 services, including: Page 2 of 2 (1) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities; or b. Any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Coverage Part. C. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Duties In The Event of Occurrence, Offense, Claim or Suit condition is amended to add the following additional conditions applicable to the additional insured: An additional insured under this endorsement will as soon as practicable: (1) Give us written notice of an 'occurrence" or an offense which may result in a claim or "suit" under this insurance, and of any claim or "suit' that does result; (2) Except as provided in Paragraph B.3 of this endorsement, agree to make available any other insurance the additional insured has for a loss we cover under this Coverage Part; (3) Send us copies of all legal papers received, and otherwise cooperate with us in the investigation, defense, or settlement of the claim or "suit'; and (4) Tender the defense and indemnity of any claim or "suit' to any other insurer or self insurer whose policy or program applies to a loss we cover under this Coverage Part. But if the "written contract' requires this insurance to be primary and non - contributory, this provision (4) does not apply to insurance on which the additional insured is a Named Insured. We have no duty to defend or indemnify an additional insured under this endorsement until we receive from the additional insured written notice of a claim or "suit." 2. With respect only to the insurance provided by this endorsement, the first sentence of Paragraph 4.a. of the Other Insurance Condition is deleted and replaced with the following: 4. Other Insurance - -- a. Primary Insurance This insurance is primary and non - contributory except when rendered excess by endorsement G- 140331 -C, or when Paragraph b. below applies. D. Only for the purpose of the insurance provided by this endorsement, SECTION V — DEFINITIONS is amended to add the following definition: "Written contract" means a written contract or written agreement that requires you to make a person or organization an additional insured on this Coverage Part, provided the contract or agreement: 1. Is currently in effect or becomes effective during the term of this policy; and 2. Was executed prior to: a. The "bodily injury" or "property damage "; or b The offense that caused the "personal and advertising injury" for which the additional insured seeks coverage under this Coverage Part. AC40 " CERTIFICATE OF LIABILITY INSURANCE DATE /2012 "YYY, 06,20120, 2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh USA Inc. 1560 Sawgrass Corporate Pkwy, Suite 300 CONTACT NAME: PHONE /No : —[FAX, E -MAIL ADDRESS: Sunrise, FL 33323 Attn: FtLauderdale .CertRequest @marsh.com F:212 -948 -0512 06/30/2012 06/30/2013 EACH OCCURRENCE INSURER(S) AFFORDING COVERAGE NAIC K 101309 -GAWU- PROF -12 -13 INSURER A: St. Paul Mercury Insurance Company 24791 INSURED Intermedix Corporation/ Advanced Data Processing, Inc. INSURER B Phoenix Insurance Company 25623 INSURER C: N/A N/A INSURER D: Travelers Property Casualty Insurance Company 36161 6451 North Federal Highway, Suite 1002 Fort Lauderdale, FL 33308 $ 2,000,000 $ INSURER E: AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS INSURER F: BA 1A817433 Owned Comp /Coll Ded. $1,000 Hired Comp /Coll Ded. $100/$1,000 COVERAGES CERTIFICATE NUMBER: ATL- 003085451 -04 REVISION NUMBER: 18 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE M OCCUR Carmen Gordonsa� -. a TE06804866 06/30/2012 06/30/2013 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence 250,000 $ MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO- LOC PRODUCTS - COMP /OP AGG $ 2,000,000 $ D AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS BA 1A817433 Owned Comp /Coll Ded. $1,000 Hired Comp /Coll Ded. $100/$1,000 06130 /2012 06/30/2013 COMBINED SINGLE LIMIT Ea accident 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Paraccidgnt $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER /MEMBER EXCLUDED? � (Mandatory in NH) It yes, describe under DESCRIPTION OF OPERATIONS below N/A UB- 1A83727 -2 -12 06/30/2012 0613012013 X WC STATU- O TH- ORY LIMITS E.L. EACH ACCIDENT $ 500'000 E.L. DISEASE - EA EMPLOYEE $ 500,000 E.L. DISEASE - POLICY LIMIT 500,000 $ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Gilroy, its officers and employees are included as additional insured (except workers' compensation) where required by written contract. CERTIFICATE HOLDER CANCELLATION City of Gilroy SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 7351 Rosanna Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Gilroy, CA 95020 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Carmen Gordonsa� -. a ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD w .......... 1 ® A`oR° CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 06/13/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh USA Inc. 1560 Sawgrass Corporate Pkwy, Suite 300 CONTACT NAME: PHONE FAX Ex : ac No): E-MAIL ADDRESS: Sunrise, FL 33323 Aft FtLauderdale.CeaRequest @marsh.com F:212- 948 -0512 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: St. Paul Mercury Insurance Company 24791 101309 -GAWU- PROF- .11 -12 INSURED Intermedix Corporation/ Advanced Data Processing, Inc. 6451 North Federal Highway, Suite 1002 Fort Lauderdale, FL 33308 INSURER B: Farmington Casualty Company 41483 INSURER C : NIA NIA INSURER D: Travelers Property Casualty Insurance Company 36161 INSURER E INSURER F: ^AICOAGCQ CERTIFICATE NUMBER' ATL- 003085451 -03 REVISION NUMBER: 18 11 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN SR LTR A TYPE OF INSURANCE GENERAL LIABILITY ADDL SUBR POLICY NUMBER TE06804866 MMIDD //YYYY 06/30/2011 MM /DD/YYYY 06/30/2012 LIMITS EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence 250,000 $ X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 $ %( POLICY PRO LOC D AUTOMOBILE LIABILITY BA- 1A817433 06130/2011 06/30/2012 COMBINED SINGLE LIMIT Ea accident 1,000,000 $ BODILY INJURY (Per person) $ X ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS NON OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE Per accident $ Comp /Coll Ded. $ 1,000 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB HCLAIMS-MADE DED RETENTION $ $ B WORKERS COMPENSATION 1A83727 -2 -11 06130/2011 06130/2012 X TOCY ITUT OER E.L. EACH ACCIDENT $ 500,000 AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICERIMEMBER EXCLUDED' � (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N /'�` E.L. DISEASE - EA EMPLOYE 500,000 $ E.L. DISEASE - POLICY LIMIT 500,000 $ DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Gilroy, its officers and employees are included as additional insured (except workers' compensation) where required by written contract. C ERTIFICATE HOLDER CANCELLATION @ 1988-2OiO ACORD CORPORA IVIV. fan rlgnrs reserveu. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD City of Gilroy 7351 Rosanna Street SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Gilroy, CA 95020 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Carmen Gordon @ 1988-2OiO ACORD CORPORA IVIV. fan rlgnrs reserveu. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD m n 0 0 O U U m 0 0 e- 0 0 0 0 0 W rn m 0 00 W 0 w r N O O 0 N ADDITIONAL PROTECTED PERSONS ENDORSEMENT DESCRIBED PERSONS OR ORGANIZATIONS FOR YOUR WORK AS REQUIRED BY WRITTEN CONTRACT — TECHNOLOGY COMMERCIAL. GENERAL LIABILITY This endorsement changes your Technology Commercial General Liability Protection. How Coverage Is Changed The following is added to the Who Is Protected Under This Agreement section. This change adds certain protected persons and limits their protection. Described persons or organizations for your work as required by written contract. Any person or organization shown below that: • is not otherwise a protected person under this agreement; and • you specifically agree in a written contract to add as an additional protected person under this agreement; is a protected person for covered bodily injury or property damage. But only to the extent such bodily injury or property damage results from your work. The written contract may refer to an additional protected person as an additional insured. Described persons or organizations. However, no such person or organization is a protected person for bodily injury or property damage that results from any of its independent acts or omissions. Also, such person or organization is a protected person only for the lesser of: • the limits of coverage required by the written contract; or • the limits of coverage available under this agreement. We explain the term your work in the Products and completed work total limit section. Other Terms All other terms of your policy remain the same. City of Gilroy, its officers, officials, agents and employees 7351 Rosanna Street Gilroy, CA 95020 Name of Insured Policy Number -,E0,6804966 Effective Date M I"r_'it,I' DIX g�;L:.�:ING, JINX. Processing Oate ,)r,;!nFi;' 12 L7: 3 " ;tf)Ei :3"'802 E.J. 3--08 .�) 2008 The Travelers IndeinnitV Company. Ail rights reserved. Page 1 of 1 --le A� o CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD /YYYY) 08/02/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh USA Inc. 1560 Sawgrass Corporate Pkwy, Suite 300 Sunrise, FL 33323 Attn: FtLauderdale .CertRequest@marsh.com F:212 -948 -0512 CONTACT NAME: PHONE ttl AA/C No): E -MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: St. Paul Mercury Insurance Company 24791 101 309-GAWU-PROF-1 2-13 INSURED Intermedix Corporation/ Advanced Data Processing, Inc. 6451 North Federal Highway, Suite 1002 Fort Lauderdale, FL 33308 INSURER B : Phoenix Insurance Company 25623 INSURER C : N/A N/A INSURER D: Travelers Property Casualty Insurance Company 36161 GENERAL AGGREGATE $ 2,000,000 INSURER E: PRODUCTS - COMP/OP AGG INSURER F : $ rnv�onr_cc CERTIF!CATF NI IMRFR• ATL- 003085451 -06 REVISION NUMBER: 20 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MM /DDIYYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE I-XI OCCUR Carmen Gordon ZLP- 10T9611A -12 -13 06/30/2012 06/3012013 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence 250,000 $ MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ D AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED F SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS BA 1A817433 Owned Comp /Coll Ded. $1,000 Hired Com p /Coll Ded. $100/$1,000 06/30/2012 06/30/2013 C Ea OMBINED accident SINGLE LIMIT 1 000 000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE YIN OFFICER /MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A UB- 1A83727 -2 -12 06/30/2012 06/30/2013 X I WC STATU- I JOTH- E.L. EACH ACCIDENT $ 500'000 E.L. DISEASE - EA EMPLOYEE 500,000 $ E.L. DISEASE - POLICY LIMIT 500,000 $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) The City of Gilroy, its officers and employees are included as additional insured (except workers' compensation) where required by written contract. / =M'r1=1t -ATC 1Jf11 nco CONCFI I OTIAN City of Gilroy SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 7351 Rosanna Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Gilroy, CA 95020 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Carmen Gordon U 1Vt$U -Z1U11U AI:UKU GUKI'UKAI IUN. All rlgnss reserves. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD To Whom It May Concern: August 02, 2012 Carmen Gordon, CPCU, ARM Vice President Marsh USA Inc. 1560 Sawgrass Corporate Parkway Suite 300 Sunrise, FL 33323 954 838 3480 carmen.gordon @marsh.com www.marsh.com Please see attached revised certificate of insurance. This certificate supersedes the prior issued certificate due to a change in the Package policy number. There were no other changes. Please destroy the previous issued copy. If you have any questions, please let us know. Sincerely, L= Carmen Gordon, CPCU, ARM Vice President MARSH & MCLENNAN ,�,. U �t: ;D CO `i t•': NI E5 �Z (.. ..t.