Loading...
Advanced Data Processing - 2015 AgreementAGREEMENT FOR SERVICES (For contracts of $5,000 or less — NON - DESIGN OR NON - ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this 25th day of February, 2015, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Advanced Data Processing, Inc., a subsidiary of Intermedix Corporation, a Delaware Corporation, having a principal place of business at 6451 N. Federal Hwy., Suite 1000, Fort Lauderdale, FL 33308. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on May 1, 2015 and will continue in effect through April 30, 2018 unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRAC'T'OR STATUS It is the express intention of the parties that CONTRACTOR 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 CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR 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. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit "A within the time periods described therein. Method of Performing Services CONTRACTOR 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 CONTRACTOR'S services. -1- 4851- 9718- 0697v1 LAQ04706083 Employment of Assistants CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the performance of those services. CONTRACTOR 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 CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR'S services. ARTICLE. 4. COMPENSATION In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR as provided for in Exhibit `B ", "Payment Schedule ". Invoices CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing services for CITY. -2- 4851- 9718.0897v1 LAC10470M ARTICLE 5. OBLIGATIONS OF CONTRACTOR Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. Licenses CONTRACTOR shall possess a State of California Contractor's license in the appropriate category for performing services under this Agreement. CONTRACTOR shall obtain a City of Gilroy Business License. Workers' Compensation CONTRACTOR agrees to provides workers' compensation insurance for CONTRACTOR'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 CONTRACTOR'S employees. Indemnification of Liability, Duty to Defend A. As to all Iiability, to the fullest extent permitted by law, CONTRACTOR 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, arising or resulting directly or indirectly from any act or omission of CONTRACTOR or CONTRACTOR'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, 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, CONTRACTOR shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring -3- 4851- 9718 -08 M LAC104706083 thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. State and Federal Taxes As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: *CITY will not withhold FICA (Social Security) from CONTRACTOR'S payments; *CITY will not make state or federal unemployment insurance contributions on CONTRACTOR'S behalf; *CITY will not withhold state or federal income tax from payment to CONTRACTOR; *CITY will not make disability insurance contributions on behalf of CONTRACTOR; *CITY will not obtain workers' compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR'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 CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR'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; -4- 4851- 9718- 0697v1 LAC104706083 2. Sale of the business of either party; 3. Death of either party. Termination by City for Default of CONTRACTOR Should CONTRACTOR 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 CONTRACTOR. 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. CONTRACTOR'S. breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR 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 CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR'S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONTRACTOR for the performance of that task pursuant to this Agreement. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONTRACTOR 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, CONTRACTOR, at the CONTRACTOR'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 CONTRACTOR to CITY. Transition After Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR 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 CONTRACTOR'S assumption of duties. -5- 4851- 9718- 0697v1 LACW4706083 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 parry 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. 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 CONTRACTOR 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 parry, or anyone acting on behalf of any party, which are 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. -6- 4851- 9718a97v1 LAM04706083 Compliance With Laws The CONTRACTOR 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, CONTRACTOR 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 or ancestry of any employee, applicant for employment, or any potential subcontractor. 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 and 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 or provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. -7- 4851- 9718- 0697v1 LAG104706083 Executed at Gilroy, California, on the date and year first above written. CONTRACTOR: CITY: ADVANCED DATA PROCESSING, INC., CITY OF GILROY A SUBSIDIARY OF INTERMEDIX CORPORATION, A DELAWARE CORPORATION By: xoll—"Izz By: iz L01LQ',411�f VF � C14D _��IcYim (Print Name) (Print a e) "S. EL 61 OW Address for Notices: 6451 N. Federal Hwy., Suite 1000 Fort Lauderdale, FL 33308 Attn: Brad Williams, VP & CAO Social Security or Taxpayer Identification Number: 22- 3875190 By: Brad Williams Title:VP & CAO 4851 - 9718 -06970 LAC104706083 Address for Notices: 7351 Rosanna Street Gilroy, CA 95020 Attn: City Administrator Approved as to Fonn: N ,I' r! ...`i � In Executed at Gilroy, California, on the date and year first above written. CONTRACTOR: CITY: ADVANCED DATA PROCESSING, INC., CITY OF GILROY A SUBSIDIARY OF INTERMEDIX CORPORATION, A DELAWARE CORPORATION �/' / By: By: L0 ;LL,I:�'1'1f VP Clq` +'i1 z �4 A.J&Lf.- L,5�1� l' (Print Name) (Print %4e) CclWttrk, -TjtL'S Address for Notices: 6451 N. Federal H«w., Suite 1000 Fort Lauderdale, FL 33308 Attn: Brad Williams. VP & CAO Social Security or Taxpayer Identification Number: 22- 3875190 By: Brad Williams Title:VP & CAO ".1 4851 -9718 0697v1 LAM04706083 Address for Notices: 7351 Rosanna Street Gilroy, CA 95020 Attn: City Administrator Approved as to Form: City Attorney IL � Z EXHIBIT "A" 1. SCOPE OF SERVICES Base Services and Obligations: A. CONTRACTOR shall provide revenue cycle management services for CITY as described below. CONTRACTOR 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 CONTRACTOR. (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. (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. in (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 CONTRACTOR for any planned audit and will be conducted during normal business hours of CONTRACTOR, 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 CONTRACTOR's SaaS Service to obtain patient data and billing information. (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 CONTRACTOR: (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; -10- (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 CONTRACTOR may reasonably require to bill the Patient or other Payor. (2) CITY certifies that to the best of the CITY's actual knowledge all information provided to CONTRACTOR shall be accurate and complete. CONTRACTOR 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 CONTRACTOR, 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 CONTRACTOR 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 CONTRACTOR. (3) CITY will provide CONTRACTOR with necessary documents required by third parties to allow for the electronic filing of claims by CONTRACTOR on CITY's behalf. (4) CITY will provide CONTRACTOR with its approved billing policies and procedures, including dispatch protocols, fee schedules and collection protocols. CITY will be responsible for engaging any third parry collection service for uncollectible accounts after CONTRACTOR has exhausted its collection efforts. (5) CITY will timely process refunds identified by CONTRACTOR for account overpayments. (6) CITY will provide a lock box or bank account address to CONTRACTOR and will instruct the lock box or bank custodian agency to forward all documents to CONTRACTOR for processing. (7) CITY will provide CONTRACTOR with daily bank balance reporting capabilities via the bank's designated web site. (8) CITY will cooperate with CONTRACTOR in all matters to ensure proper compliance with laws and regulations. (9) CITY represents and warrants that to the best of CITY's actual knowledge, 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 -11- 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 CONTRACTOR copies of checks, or other payment documentation requested by CONTRACTOR relating to the subject matter of this Agreement, within 10 days of the date of receipt of those payments. (11) CITY agrees to notify CONTRACTOR in the event that their Electronic Patient Care Reporting (ePCR) vendor performs any system upgrades. Notification may be made in writing to support@Intermedix.com. II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR shall commence services upon delivery to CONTRACTOR of written Notice to Proceed. B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has satisfactorily completed all of the services defined under this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR may request this determination of completion when, in its opinion, it has satisfactorily completed all of the services under this Agreement, and if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not satisfactorily completed all of such services, CITY shall so inform contractor within this two (2) week period. III. SCHEDULE Intentionally left blank. 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. CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. -12- V. GENERAL PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR 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 CONTRACTOR's representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR 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 CONTRACTOR CONTRACTOR 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 CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR 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 CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), 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 CONTRACTOR, 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 CONTRACTOR 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. 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. -13- G. WAIVER. CONTRACTOR 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. 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. CONFLICT OF INTEREST. CONTRACTOR 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 CONTRACTOR and that no person associated with CONTRACTOR 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. -14- EXHIBIT "B" PAYMENT SCHEDULE Fees. Intermedix shall be paid by Client a monthly amount representing fees for the Services provided by Intermedix hereunder, computed as follows: (a) Twenty -six dollars ($26.00) per incident submitted to Intermedix by Client 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 Client. Intermedix reserves the right to increase these fees upon thirty (30) days written notice to Client is 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 Client. (c) all amounts set forth in any Exhibit attached hereto. 5.02 Intermedix shall submit the monthly invoices for fees for the Services to -k' i'-c CLe�t��u F ��.,( -, Ira Psi 55� �y ATTN: � 119_kL L, L i CIC ,^ Client shall pay the amount invoiced within thirty (3 0) days of receipt of such invoice. In the event Client disputes any part of the invoiced amounts, such dispute shall be raised in writing to Intermedix within such thirty (30) day period or the invoice shall conclusively be deemed to be accurate and correct. Intermedix shall respond to any such notice of dispute within thirty (30) days of receipt thereof. Any overdue amounts which are not the subject of a good faith notice of dispute shall accrue interest at the rate of twelve percent (12 %) per annum. 5.03 Bank Accounts. Client agrees that it will be solely responsible for the cost and maintenance of any and all of Client's bank accounts, lock -box and/or remote deposit services. Client, should it elect to participate in any credit card acceptance program, agrees to assume and be responsible for all costs associated with such program. 5.04 Taxes. All amounts payable under this Agreement are exclusive of all sales, use, value - added, withholding and other taxes and duties. Client shall promptly pay, and indemnify Intermedix against, all taxes and duties assessed in connection with any such amounts, this Agreement and its performance by any authority within or outside of the U.S., except for taxes payable on Intermedix's net income. -15- 4851- 9798- 0697v1 LAC104706083 ADDENDUM TO EXHIBIT "B" PAYMENT SCHEDULE Any reference in Exhibit `B" to "Intermedix" shall mean "CONTRACTOR" as defined in the Agreement, and any reference therein to "Client" shall mean "CITY" as defined in the Agreement. -16- BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ( "Agreement ") is entered into between The City of Gilroy ( "Covered Entity") and INTERMEDIX CORPORATION, a DELAWARE CORPORATION, on behalf of itself and its subsidiaries and affiliates ("Business Associate"), effective as of the date executed by both parties below (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 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 CPR Parts 160 and 164 ( "HIPAA Regulations "); 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 Ace'); and other applicable state and federal laws, all as amended fmm time to time, including as amended by the Final Rule issued by the Secretary on January 17, 2013 titled "Modifications to the HIPAA Privacy, Security, Enforcement, and Breach Notification Rules under the Health Information Technology for Economic and Clinical Health Act and the Genetic Information Nondiscrimination Act; Other Modifications to the HIPAA Rules "; 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: 1. Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to there 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. Business Associate shall not Use or further Disclose PHI other than as permitted or required by this Agreement or as Required By Law. 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; and (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 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 confidentiality, 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 HITECII 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 CPR § 164.504(e). Business Associate shall comply with all requirements of the IIITECH Act related to privacy and applicable as if Business Associate were a covered entity, as such term is defined in HIPAA. To die extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, Business Associate shall comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s). C. Duty to Mitigate. Business Associate agrees to mitigate, to tlhe 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. EncEXption, 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 persons; through the use of a technology or methodology specified by die Secretary in the guidance issued under section 13402(h)(2) of the HITECH Act. Covered Entity acknowledges that failure to do so could contribute to or permit a Breach requiring patient notification under the HITECH Act and further agrees that Business Associate shall have no liability for any Breach caused by such failure. 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 Covered Entity 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(c). 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 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 amendments) 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 � ights. 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 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 pem-dUed by the HITECH Act. b. Limitations on Use -of PHI for Marketing PurRoses. 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 coyrununication: (1) complies with the requirements of subparagraph (i), (ii) or (iii) of paragraph (1) of the definition of marketing contained in 45 CPR § 164.501, and (2) 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 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 Iimit 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 Iaws 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, Business Associate shall take reasonable steps to cure such breach or end such violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Business Associate, Covered Entity may terminate its relationship with Business Associate. 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, Covered Entity shall take reasonable steps to cure such breach or end such violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Covered Entity, Business Entity may terminate its relationship with Covered Entity. 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 persons as specified in the HITECH Act. 11. Amendment. The parties aclutowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required 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 confidentiality 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 Party 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 Underl ing_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 1=CH 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. 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. 17. Notices. All notices required or permitted under this Agreement shrill 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 Attn: try S EB, t7 Telephone no: [L IA) t Facsimile no: If to Business Associate: Intermedix Corporation 6451 N. Federal Highway, Suite 1000 Ft. Lauderdale, F133308 Attn: Gregg Bloom, Chief Compliance Officer Telephone no: 954 -308 -8702 Facsimile no: 954 -308 -8725 IN WITNESS WHEREOF, the parties hereto have duly executed this as of the Effective Date. Signature page following this page. Approved as to Form: q, w q i3ilroy City Attorney's Office rrA I . 1� 3Y: y LA3- bt I Y\PCHY Attorney BUSINESS ASSOCIATE Narne: Greg �P.Jbbnl Title; Chic.t&mplia nee Officer Date; August 12, 2014 ® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 07/29/2015 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 FAX A/c No E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Valley Forge Insurance Co 20508 101 309-GAWU-PROF-1 5-16 INSURED Intermedix Corporation/ Advanced Data Processing, Inc. INSURERS : Continental Insurance Company 35289 INSURER C: American Casualty Company Of Reading, Pa 20427 INSURER ,D: NIA N/A 6451 North Federal Highway, Suite 1000 Fort Lauderdale, FL 33308 INSURER E : N/A N/A INSURER F: GENT AGGREGATE LIMIT APPLIES PER: PPOLICY E JET F7X LOC OTHER: GENERAL AGGREGATE COVERAGES CERTIFICATE NUMBER: ATL- 003492621 -16 REVISION NUMBER:23 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 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 MMIDDIYYYY POLICY EXP MM /DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F7-1 OCCUR 6018302277 06130/2015 06/30/2016 EACH OCCURRENCE $ 1,000,000 DAMAGE TU'RENTED PREMISES a occurrence) $ 1,000,000 MED EXP (Any one person) $ 15;000 PERSONAL & ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: PPOLICY E JET F7X LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP /OP AGG $ 2,000,000' $ 8 AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS 6018302263 Owned Comp /Coll Ded.: $1,000 Hired Comp /Coll Ded.: $100/$1,000 06/30/2015 06/30/2016 COEa accidMBINED ent SINGLE LIMIT $ 1,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE P r a cident $ $ UMBRELLA LIAB EXCESSLIAe OCCUR EACH OCCURRENCE $ HCLAIMS-MADE' AGGREGATE $ -DIED I I RETENTION$ $ C C I WORKERS-COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If es, describe under DESCRIPTION OF OPERATIONS below NIA 6018302294 (ADS) 6018302280 (CA) 06/30/2015 06/3012015 06/30/2016 06/30/2016 X STATUTE ERH- E.L. EACH ACCIDENT $ 1,000,000' E.L. DISEASE - EA EMPLOYEE $ 1,000,000' E.L. DISEASE - POLICY LIMIT $ 1,000;000' DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached 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. City of Gilroy Attn: Mary Gutierrez Division Chief Gilroy Fire Department 7070 Chestnut Gilroy, CA 95020 Lyt10 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPI of Marsh USA Inc. Carmen Gordon CORPORATION. All riahts reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD t I POLICY NUMBER: COiU MERCIAL GENERAL L KSILITY ca 2010 07 04 THIS JENDORSWENT CHANGES THE POLICY. PLEASE iREAG IT CAREFULLY. f' ' - " '` ' ` SCHEDULED tr ` w 4 R 1 This andorsement modi#es Insurance provided under the fo.iiawing: COMMERCIAL GENERAL LIABILCTY COVERAGE PART Natne .01 Addit arw Inaurad Person(s) Ctr anizatir�r:(a} City of Gilgoy Local al Of Ccwmd Operations Ai1:F0 ', . CA 950$0 see snit 'A. SaWon If - Who Is An. Insured Is amended to Include as an. additional tllS iW. the person(s) of arg"atton(a) shown in the 8chedute, but only with meat to AabtRly. for °bodily 'tnjury, 'proper damags' or "parsonal and adveriismp iraqary' caul, in vt�i+ate or in pert, py; 1. Your .acts or'ornhisionsr or The. a or ombsio.ris of those aging on yaw behalf; In the pedormance of your ongoing oparstlons for the addlticnal Insured(s) at the lacation(s) designated above. 8. 1eVith respect to the irsuranca. afforded to these additional insureds, the following additional +sWustons. ap*: =10 0'749 This insurance does not apptyr to ° bodily Injury' or °property dsmags* occurring 'aft: I. All work, including materials, parts ar equfkwnt furnished in connection with such work, on the project (other than sertrlce, malrnenance or repalm) to be performed bV or on behalf of the addItionat Insured(s) at the locefion of the covered operations has been campteted, or 2. That pordon of "your work° out of whit the Injury or damage mtssa has been put to Ita Intended use by any person or organization other than another contractor or subcontractor angaged to performing operations for a princlp al as a part of the same project. Copyriighk I80 Properties, Inc., 200 Pagtof1 0 ". „a,sa•t .S£ a_.a- r' t. ��rypp��y Orgy L AM .DIMgSs C .6018302277 INTERXEDIX HOLDINGS, INC. 6451 N FEDERAL HWY SUITE 1000 FORT i',AUDERDALE , FL 33,308-1424 U0616 5704-Ammoun romm D This Change Nndorseamsat chaMes the Policy, Please read it carefully, This change Radarsaament is a part of your Poling and take o effect on tbea Of#aat.ive data of your Policy, unl,etaem another effective data le sl *= * POLICY NUMBER.-6018302277 COMMCIAL GENERAL LTABILTT7t' CG 20 10 07 dA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OKNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: Ct1YMMC.IAL GENERAL LIABILITY COVEMWE :PART SCHEMME Name Of Additional insured Person (s 1 Location(s) of Covered or orsranization(ait Operations City of Gilroy 7351 Rosanna Stroat Gilroy, CA, 95.020 information required to complete this Schedule, if not shown abovs, will be shown in the Declarations. A. Section II - V*Xo Is An Insured is amended to include as an additional insured the person Is) or organization(s) ahcwn in the Schedule, but Only with respect to liability for "bodily injury ", "pxopartty damage" or °personal and advertising injury” caused, in whole or in part, lay: I. Your .acts or omissions; or 2. The acts or omissions of those arming on your behalf: in the performance of your ongoing operations for the additional insured (s) at the location (s) designated above. ChMMM of to Boon! G- 56015 -8 IEl7..11/91 } P LJ4-� e-.M- Mly a MI .� NVAM= OM= am AI)DMBO C 5018308277` xNTr nrx' aomms, mc. 6451 N FEDERAL HWY SUITE 1000 FORT LhDDERDALE, FL 33308.1424 s t Ewrh'. q� tz Q 9 e�" v�a .,...3 >�.�2 .....,....,.... ..... ,... a.. ��.._........., .� ..�rv. �.ar ,.. ..a « «.)�k��,s.e >u.:.�3'.._: ? r'_5.r ... ... _ ...'4m's.s..if... «....,. VOLT w MIMMS M-25.10 illOr-Mr=wL =am= This -Case Madarsamout changes the Policy. Please road it gaxogully. ftia Change Endorsement is 'a, part of your Policy and takaa of fact can the sffetatiVe dates 42 yo=. Policy, ttalas® another effective ante to ehoom, B. With - respoeat to the insurance afforded to these additional Insureds, the following sdditional exclusions apply: TWA insurance does: not apply to'°bodily injury" or "property damage,, occurring after. 1. All work, .including materials, parts or equipment furnish®d in connection with such work, on the project (other .than service, maintenance or repairs) to be perfara►ea by or on behalf of, the additional insured (s) at the Ideation of the Coveted operations has been completed; or. $ .' That portion, of "your work." out of which the injury or damage arises hats )seen Put to its intended use by any pexsc nc or arganixation other than another contractor or aczbccntractor engaged in perfor=ing operations for as principal as a part o.f -the same project. ChWrMWof fte"a G- Sfiols_s (ED.. 11.!91) P 4J*_... 6 MAT Jennifer Baker From: LeeAnn McPhillips Sent: Wednesday, August 19, 2015 3:46 PM To: Jennifer Baker Subject: RE: Gilroy- Updated Insurance Endorsement Request Hello — sorry .... yes, this is fine. LeeAnn LeeAnn McPhillips, MPA, SPHR, IPA A -CP Human Resources Director /Risk Manager City of Gilroy Human Resources and Risk Management Department 7351 Rosanna Street Gilroy, CA 95020 ./ . . www.cityofgilroy.org 1 r0 main # (408) 846-0228 direct # (408) 846-0205 fax # (408) 846 -0200 leeann.mct)hillips@cityofgilroy.org SPHR' A ccw..nun.fr � o �p�c• t� Ma This e-mail transmission contains information that is intended to be confidential and privileged. If you receive this e-mail and you are not a named addressee you are hereby notified that you are not authorized to read, print, retain, copy or disseminate this communication without the consent of the sender and that doing so is prohibited and may be unlawful. Please reply to the message immediately by informing the sender that the message was misdirected. After replying, please delete and otherwise erase it and any attachments from your computer system. Your assistance in correcting this error is appreciated. From: Jennifer Baker Sent: Wednesday, August 19, 2015 3:35 PM To: LeeAnn McPhillips Subject: FW: Gilroy- Updated Insurance Endorsement Request Hi LeeAnn, I'm sorry to bug you but I just wanted to touch base to see if you've had a chance to review the attached endorsement and the below email from my contact at Intermedix? Thank you, Jennifer From: Moriuchi, Mori jmailto : Mori. Moriuchi @intermedix.com] Sent: Thursday, August 13, 2015 8:53 AM To: Jennifer Baker Cc: Morgan, Tammy Subject: RE: Gilroy- Updated Insurance Endorsement Request We requested the change to the endorsement from the new insurance carrier, C.N.A., and the underwriter responded that their legal staff has advised them to only use legal entity names when issuing additional insured endorsements, hence the use of the City of Gilroy. Please let me know if this will be a problem. Thanks. Mon Moriuchi Director, Client Services Office: 510.904.5718 i Mobile: 925.260.9880 mori.moriuchi(a)intermedix.com I www.intermedix.com The information contained in this message is confidential and may be privileged and/or protected under law. If you received this message in error, please notify us immediately by forwarding a copy to com lip ance @intermedix.com and delete the original message and any attachments. From: Jennifer Baker [ mailto: Jennifer.Baker @ci.gilroy.ca.us1 Sent: Friday, August 07, 2015 9:32 AM To: Moriuchi, Mori Subject: Gilroy- Updated Insurance Endorsement Request Hi Mori, I received the attached updated insurance documentation, however, the additional insured endorsement is not correct. Would you be able to contact them to ask to have the below added to the endorsement? "City of Gilroy, its officers, officials and employees" This information is on the Certificate of Insurance, however, it must also be included in the endorsement. Thank you and please let me know if you have any questions Jennifer