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WITTMAN ENTERPRISES, LLC (4)
INSURANCE ON FILE A-2024-208 WORK MAY PROCEED UNTIL INSURANCE EXPIRES DCITY ATECLEJAN O G 1OZ5 CONSULTANTAGREEMENT JA CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 17' day of December, 2024 by and between Wittman Enterprises, LLC, a California Limited Liability company, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the 0: FMSi-1(i) Constitution and laws of the State of California ("City"). Robert zUbiakRE ITALS A. On August 22, 2024, the City issued a Request for Proposals No. 24-104 ("UP"), by which it sought a consultant to provide ambulance and paramedic billing and collection services for the City's Emergency Medical Services (EMS) and Emergency Medical Transport Services (EMTS) Programs. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that Consultant is able and willing to provide such services to the City described in the scope of work that was included in the RFP. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES 1. Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. At the sole discretion of the City (upon a writing to Consultant by City Manager or his/her designee and City Attorney), Consultant shall perform the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Optional Services — EXHIBIT B, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services as set forth in EXHIBIT A, a percentage fee of 3.75% of net collections obtained by Consultant for each contract year, including any extensions granted by the City. b. City agrees to pay, and Consultant agrees to accept as total payment for its optional #456646v1 Pagel of 14 services the rates and charges as set forth in EXHIBIT B. c. Consultant shall bill for Emergency Medical Services at the rates established by City Council Resolution. d. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on January 1, 2025 for a three (3) year term with the option for the City to grant up to three (3) 1-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in Page 2 of 14 #456646v1 any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Consultant shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, and damages to property (including computer equipment), theft, or other misuse of City's data, infringement of intellectual property, invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, or employees. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 general aggregate. 2. Cyber Liability (CL): Insurance, with limits not less than $2,000,000 per occurrence or claim and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, and release of private information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. Professional Liability Insurance (PL) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. 4. Workers' Compensation (WC) as required by the State of California, with statutory limits, and Employer's Liability insurance with limits of no less than $1,000,000 per accident, policy, employee, for bodily injury or disease. If Consultant maintains broader coverage and/or higher limits than the minimums shown above for any line of coverage, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: Page 3 of 14 #456646vl City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Company's CGL, CL, and PL policies, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant. 2. Consultant's Insurance companies agree to waive all rights of subrogation against City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of the CGL, CL, PL, WC policies which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City of Santa Ana, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Finance and Management Services Agency, Executive Director, 20 Civic Center Plaza M-15, Santa Ana, CA 92701. The name and location ofproject must be included in the Description of Operations section of each certificate. Self -Insured Retentions Self -insured retentions must be declared to and approved by City. City may require Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A-:VII, unless otherwise acceptable to City. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The retroactive date must be shown and must be before the date of the contract. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. Page4of14 #456646v1 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the contract effective date, Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause). Failure to obtain the required documents prior to the work beginning shall not waive City's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Failure to Maintain Insurance Coverage If Consultant, for any reason, fails to maintain insurance coverage, which is required pursuant to this Agreement, for the entire term of this contract, the same shall be deemed a material breach of Agreement. City, at its sole option, may terminate this Agreement at any time and obtain damages from Company resulting from said breach. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, Page 5 of 14 #456646vl to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. Page 6 of 14 #456646v1 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. 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. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of Page 7 of 14 #456646vl performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Cleric City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Kathryn Downs, CPA, Executive Director Page 8 of 14 #456646v1 Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-15) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Corinne Wittman -Wong, CEO Wittman Enterprises, LLC 11093 Sun Center Drive Rancho Cordova, California 95670 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, .and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. (Signatures on Following Page) Page 9 of 14 #456646vl IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney s Andrea Garcia -Miller Assistant City Attorney RECOMMENDED FOR APPROVAL: Kathryn Downs, CPA Executive Director Finance and Management Services Agency CITY OF SANTA ANA Alvaro Nuftez City Manager WITTMAN ENTERPRISES, LLC: Corinne Wittman -Wong CEO Tax ID# 68-0456021 #456646v1 Page 10 of 14 EXHIBIT A SCOPE OF SERVICES General Requirements 1. Consultant shall be responsible for modifying their billing systems to capture all necessary data generated from the ambulance & paramedic billing and collection services program as an electronic file and provide a description of the electronic file needed to receive data transmitted from OCFA. 2. Consultant shall work with OCFA and their electronic Prehospital Care Report (ePCR) vendor to identify data input gaps, errors and other data needs, and describe a means of obtaining solutions to these problems. 3. Consultant must be able to accurately transfer all necessary information from the OCFA ImageTrend database, based on the information provided by the electronic OCFA's ePCR, and obtain any additional information needed that is not included in the ePCR for proper and correct invoicing. 4. Consultant must have the capability to fully integrate and support OCFA's selected ePCR application. 5. Consultant shall bill for emergency medical services in a timely manner, including but not limited to the billing of Medicare, Medical/Medicaid, private insurances, supplemental insurances, secondary insurances and workers' compensation carriers according to specific requirements. 6. Consultant shall provide to the City and the City's contracted collection agency, listings of accounts, which the company feels are uncollectable, through normal collection processes, for further action by the City and the City's contracted collection agency. 7. Contactor must be able to forward and work with the City's contracted collection agency on listings of uncollectable accounts. 8. Consultant shall have the ability to handle third -party payer submission inquiries regarding insurance claims. 9. Consultant must work with County of Orange and perform screening of all medically indigent patients. 10. Consultant shall process all customer payments in accordance with the applicable Payment Card Industry (PCI) security requirements. 11. Consultant shall research and follow-up on all accounts with inadequate billing information. This shall include the following at minimum: a. Contact OCFA and/or Falck dba Care Ambulance for missing and/ or incomplete information, which may be found in their records; b. Contact receiving hospital for missing and/ or incomplete billing information needed from the admitting/ registration records; c. Contact patient family members or emergency contacts for information; d. Refer to zip code/ street directories for incomplete/ missing address information; and/or e. Mail inquiries to the patient. 12. Consultant shall have the ability to cross reference patient files in various methods (i.e. Last Name, Social Security Number, Service or Residence Address, Date of Birth, Date of Service, etc.). 13. Consultant shall have the ability to receive patient care documentation on paper and electronically. 14. Consultant shall maintain updated and current technology that will continuously provide the highest level of reimbursement and customer service possible. 15. Consultant must meet or exceed mutually agreed upon collection targets. 16. Consultant must instruct customers to submit all payments to Consultant, and not the City of Santa Ana. 17. Consultant shall collect and deposit payments on no less than a weekly basis, within three (3) days following receipt of payment. Customer Service Requirements 1. Consultant shall designate a single manager for the City's account, who will be the City's primary contact with their agency. 2. Consultant shall provide all supplies, equipment, personnel, computer software and hardware, billing forms, insurance forms, lien forms, envelopes, postage and supplies necessary to administer, on a day-to-day basis, the City's EMS billing and accounts receivable functions. 3. The company shall provide all billing statements in English and Spanish, and maintain a necessary staff of bilingual account representatives. 4. Consultant shall provide excellent customer service to citizens of Santa Ana who have billing questions or problems, by providing a nationwide toll -free phone number and an email address so individuals with questions or requiring assistance with invoices, may contact the company directly at no additional cost to the City. 5. Consultant shall have demonstrated experience and ability to act as the City's authorized agent for liaising on the City's behalf with the Centers for Medicare Services and/or their designated agents as well as associated state agencies. 6. Consultant shall have demonstrated experience and ability to act as the City's authorized agent for liaising with the City's contract EMS provider (OCFA). Records and Reports 1. Consultant shall maintain complete records of each bill, including all correspondence, documents, account records, transactions and a detailed log of all payments. These records shall be retained for a minimum of three (3) years. a. Consultant shall provide the City with electronic access to these billing records. 2. Consultant shall maintain records that are in accordance with the Generally Accepted Accounting Principles (GAAP). The Proposer agrees that all account files are the property of the City and will relinquish them to the City at the termination of the contract. Consultant shall provide monthly finance, billing, account receivable aging reports, billing summaries, details for current month invoicing, current write-off, refund reports (including pending refunds), detail of monthly receipts account reconciliation, and any additional reports that the City may need or request, in the specific format requested. 4. Upon request, Consultant shall make all books and records available to both internal and external auditors. 5. Consultant shall provide annual and semi-annual EMS revenue collection projections to City staff upon request. Consultant will conduct ePCR documentation training and/or workshops for personnel associated with the Orange County Fire Authority and the City's ground emergency transport provider to enhance cost recovery efficiencies. This includes (4) hours of teleconference, webinar, or Zoom -facilitated training, and (6) hours for Santa Ana EMS Management. Additional and onsite training as requested by the City of Santa Ana will be at the contracted rate of $125 per hour (personnel rate) plus associated travel expenses. Compliance 1. Consultant must comply with all applicable provisions and specifications of the Health Insurance Portability and Accountability Act (HIPAA), as well as other federal, state, and local statues and regulations addressing patient privacy issues throughout the term of the contract. 2. Consultant shall maintain proficiency and comply with all statutory, regulatory, and other legal requirements, including amendments to such requirements, which impact billing, reimbursement and/or collections for EMS and release of private medical information. Consultant agrees to cooperate with the City regarding the handling of accounts. These accounts may be included, but are not limited to accounts of the specific age classifications, handicapped, and certain dependent situations. 4. Consultant shall provide regular and continuous education and training for Consultant's staff, updating them immediately on all changes in the industry or government regulations that may have an impact on services being provided to the City. Consultant will extend education and training to City staff to support in the development of policies pertaining to billing and collections, as well as hardship guidelines. Meetings t. Consultant must meet with City staff upon execution of contract to discuss goals of the relationship, the services to be provided, and other topics relevant to the ambulance & paramedic billing and collection services program. 2. Consultant agrees to meet with the City routinely and on request to discuss problems, special needs, future changes, and updates in software, technology, statistical data requests, or other relevant issues. EXHIBIT B SCOPE OF OPTIONAL SERVICES A. City Paramedic Subscription Program City at the sole discretion of the City Manager and City Attorney shall have the option to transfer the promotion and administration of the City's Paramedic Subscription Program to Consultant under the following terms: 1. As a condition to participation in Consultant's optional City Paramedic Subscription Program and to ensure that City is compliant with Medicare guidelines on subscription fees, City shall impose a minimum paramedic services subscription fee of not less than $70.00. 2. City shall thereafter inform Consultant in writing of City's decision to participate in Consultant's optional City Paramedic Subscription Program within the time -frame parameters set forth in Section 9, below. 3. Upon receipt of City's written decision to participate in Optional City Paramedic Subscription Program, Consultant shall assist City in generating and formatting an initial mass mailer to solicit participation by residents of the City of Santa Ana in the paramedic services subscription program, to be mailed by the City. Consultant shall assist in generating and formatting a renewal paramedic services subscription program mailer and will assist in formatting that mailer for mass mailing. Basic mailer and renewal mailer shall include a multi -color, double - sided City Paramedic Subscription Program solicitation letter/application, and prepaid return envelope. Use of additional colors, inserts, or enclosures may be added at the direction of the City. Consultant's cost shall reflect increased service costs, materials, and postage. Consultant shall prepare a statement of additional costs per mailing piece for approval by City prior to incurring additional costs. 4. City shall generate the initial mass mailing list from residential billing accounts listed in the City's Municipal Utility Billing System database for the most current billing period applicable. The Mailing List shall be comprised of all residential paramedic billing accounts in the City's Municipal Utility Billing System. Consultant shall annually, not less than sixty (60) days prior to the expiration of each registered City Paramedic Subscription Program member, send a renewal mailer/renewal application to such subscriber; and collect all Paramedic Subscription Program applications and membership fees remitted. City agrees to pay the cost of mailing materials and the postage charges associated to mailing said renewal mailers/applications including prepaid return envelope. 5. Consultant shall thereafter, on an on -going basis send an initial paramedic services subscription program mailer to any non -subscription paramedic service recipient with hardship requests and/or private pay installment discussions occurring by telephone between the patient and Consultant's customer service agent. City agrees to pay the cost of mailing materials and the postage charges associated to mailing said mailers/applications including prepaid return envelope. 6. Consultant shall receive and process each subscription application by adding the member to Consultant's system and posting the payment. This database will be used to identify any subscription member that may be transported upon the input to Consultant's billing system. City will receive separate monthly reports for the subscription program. 7. Fees. The City agrees to pay the cost of designing and distributing any marketing or outreach materials, mailing materials and the postage charges associated to distributing the mailers including prepaid return envelopes. Consultant agrees no other fees may be charged to City beyond the 3.75% of net collections from each subscription payment collected. B. Implementation of EMS Treat -No -Transport Call and First Responder Call Fees The City, by a Resolution of the City Council, may impose fees associated with EMS Treat -No - Transport calls and First Responder calls at any point during the term of this agreement. If such fees become active during the initial tern, the City will notify the Consultant in writing and agrees to pay to Consultant a percentage fee of 3.75% of net collections obtained by Consultant for each initial contract year. The City and Consultant agree to negotiate a revised percentage of net collections for the following extension years but in no event may the revised percentage exceed 8% of net collections. Page 1 of 2 . lilb i � CERTIFICATE OF LIABILITY INSURANCE �IY� D08/23ATE //2024Y) OB/23 /2024 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 have ADDITIONAL INSURED provisions or 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 Willie Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT WTN Certificate Center PHONE 1-877-945-7378 FAX 1-888-467-2378 o E AIX No: E-MAIL cesti ficatea6twtwco.com ADDRESS: Nashville, TN 372305191 USA INSURERS AFFORDING COVERAGE NAICIf INSURERA: Citizens Insurance Company URERB:= i of America o 11534 INSURED n g i e ve Wittman Enterprises, LLC JH c SURERC. 11093 9ua Center Drlve Rancho Cordova, CA 95670 INSURER D: Endurance American Specialty Insurance Core 41718 INSURER E : INSURER F : LVVCKAbt3 CEKIIFICAIE NtJMHFR' W.14]d UbZ4 DGI/ICVINI N111aaDCD- 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 ADDLSUBR INMr, n POLICYNUMBER POLICY BEE MWDDNM) POLICY EXP fMM/DDrYYNY`J LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 71 ❑X DAMAGETO RENTED CLAIMS -MADE OCCUR PREMISES Ea occurrence $ 1,000, 000 MED EXP(Any one person) $ 10,000 A PERSONAL B ADV INJURY $ 2,000,000 Y ZBY-D673317-10 08/23/2024 08/23/2025 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY PRO- ❑ JECT LOG PRODUCTS-COMP/OP AGG $ 4,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000, 000 X BODILY INJURY (Par person) $ ANY AUTO H OWNED SCHEDULED AUTOS ONLY AUTOS AW6-H950401-03 08/23/2024 08/23/2025 BODILY -INJURY (Per accident) HIRED NON -OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident B X UMSRELLALIAB X OCCUR EACH OCCURRENCE $ 4,000,000 AGGREGATE $ 4.000,000 EXCESS LIAB CLAIMS -MADE UH6-J131275-10 08/23/2024 08/23/2025 DED I I RETENTION$ $ WORKERS COMPENSATION PER OTH- X ANDEMPLOYERTLIABILITY Y/N STATUTE ER E.L. EACH ACCIDENT $ 11000,000 e ANYPROPRIETOR/PARTNERIEXECUUVE OFFICER/MEMBEREXCLUDED? NIA WH6-D673252-07 08/23/2024 08/23/2025 E.L. DISEASE - EA EMPLOYEE $ 11000,000 (Mandatory in NH) If yes, describe under E.L. DISEASE -POLICY LIMIT $ 11000, 000 DESCRIPTION OF OPERATIONS below C Crime - Employee Theft/ERISA P-001-001165120-02 04/30/2024 04/30/2025 Limit $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Additional Named Insureds: Life Line Billing Systems, LLC SEE ATTACHED U CK I Ir R.AIt KUwtK CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PRC City of Santa Ana RiskMomparardDivigm Risk Management Division AUTHORIZED REPRESENTATIVE ;;� REVIEwFn&APPRoveo . q 20 Civic Center Plaza, 4th floor '� Santa Ana, CA 92702 Risk Management specialist©1988-2016 ACORD ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD az ID: 26347216 enxcli: 3593551 AGENCY CUSTOMER ID: LOC #: ADDITIONAL REMARKS SCHEDULE AGENCY Willie Towers Watson Northeast, Inc. POLICY NUMBER See Page 1 CARRIER See Page 1 NAMED INSURED Wittman Enterprises, LLC 11093 Sun Center Drive Rancho Cordova, CA 95670 NAIC CODE Be' Page 1 EFFECTIVE DATE: See Page 1 Page 2 of 2 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: certificate of Liability insurance City of Santa Ana, officers, agents, employees, and volunteers are named as Additional Insured as respects the General Liability. General Liability policy applies on a Primary -Noncontributory basis. INSURER AFFORDING COVERAGE: Endurance American Specialty Insurance Company POLICY NUMBER: PR030001099005 EFF DATE: 04/30/2024 EXP DATE: 04/30/2025 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Network Security & Privacy Liab Limit $5,000,000 INSURER AFFORDING COVERAGE: Endurance American Specialty Insurance Company POLICY NUMBER: PR030001099005 EFF DATE: 04/30/2024 EXP DATE: 04/30/2025 TYPE OF INSURANCE: Professional/Tech/Media Liab LIMIT DESCRIPTION: LIMIT AMOUNT: Limit $5,000,000 NAIC#: 41718 NAIC#: 41718 RlekMmlagementDMskm REVIEWED & APPRovED BY: Ast Risk Management Spec '_ ACORD 101 (2008/01) © 2008 ACORD The ACORD name and logo are registered marks of ACORD SR ID: 26347216 BATCR:3593551 CERT: W34530624 77/6/2026 E(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 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 have ADDITIONAL INSURED provisions or 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 CONTACT NAME: Amanda Boothby The Baldwin Group Mid-Atlantic LLC PHONE FAX 20 South King Street A/c No Ext: A/C,NO): E-MLeesburg VA 20175 ADDRESS: Amanda.Boothby@baIdwin.com INSURER(S)AFFORDING COVERAGE NAIC# License#:CA#0658748 INSURERA: Endurance American Specialty 1 41718 INSURED BVEMSHO-01 INSURER B: Chubb National Insurance Compa 10052 Wittman Enterprises LLC 11093 Sun Center Dr. INsuRERc: Great Northern Insurance Compa 20303 Rancho Cordova CA 95670 INSURERD: Federal Insurance Company 20281 INSURERE: United States Fire Insurance C 21113 INSURER F: COVERAGES CERTIFICATE NUMBER:1971496959 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY B X COMMERCIAL GENERAL LIABILITY D03266102 8/23/2025 8/23/2026 EACH OCCURRENCE $2,000,000 NTED CLAIMS-MADE OCCUR PREM SES(E MAGa occurrrence) $2,000,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY PRO JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ C AUTOMOBILE LIABILITY 73653971 8/23/2025 8/23/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident D X UMBRELLA LAB X OCCUR 56730744 8/23/2025 8/23/2026 EACH OCCURRENCE $10,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$n $ B WORKERS COMPENSATION 71844902 8/23/2025 8/23/2026 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 E CRIME-Employee Theft 626-042667-6 4/30/2026 8/23/2027 Limit 1,000,000 A Tech E&O/Cyber Liability ACP30086100301 4/30/2026 8/23/2027 Each Claim/Shared Ag 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) BV EMS Holdings LP and EMS Management and Consultants Inc are included as additional named insureds. RFP 25-136:CONSULTING SERVICES TO CONDUCTA STANDARDS OF COVERAGE STUDY The City,its City Council,its officers,officials,employees, agents,and volunteers is included as additional insured on a primary non-contributory basis when required by written contract for Commercial General Liability per the terms and conditions of policy form CBCG040001 03-20 The City,its City Council,its officers,officials,employees,agents,and volunteers r is included as additional insured when required by written contract for Commercial Automobile Liability per the terms and conditions of form 16-02-0292 04-24 Primary and Non-contributory applies when required by written contract to Commercial Automobile per the terms and conditions of form 16-02-0316 10-14 Waiver of Subrogation for Commercial Automobile applies when required by written contract per the terms and conditions of form 16-02-0292 04-24 when required by See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Attention: Treasury&Customer Services Division 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE APPROVED Santa Ana CA 92701 � _ By Tu Tran Nguyen at 7:46 am,Jul 07,2026 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: BVEMSHO-01 LOC#: ,a`oRo ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED The Baldwin Group Mid-Atlantic LLC Wittman Enterprises LLC 11093 Sun Center Dr. POLICY NUMBER Rancho Cordova CA 95670 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE written contract or agreement Waiver of Subrogation for General Liability applies when required by written contract per the terms and conditions of form CBCG040001 03-20 when required by written contract or agreement Waiver of Subrogation for Workers Compensation applies when required by written contract per the terms and conditions of form WC 00 03 13 04-84 when required by written contract or agreement Blanket 30 Day Notice of Cancellation applies to Automobile per the terms and conditions of Chubb policy form 16-02-0306(Ed.5-11) 30 Day Notice of Cancellation applies to General Liability per the terms and conditions of Chubb policy form CB IL 02 0003 0320 30 Day Notice of Cancellation applies to Workers Compensation per the terms and conditions of Chubb policy form WC 99 06 44 06-1 1 ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CHLJE3B" COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT Named Insured BV ENIS HOLDINGS, L.P. Poky Number V Aley period Effecrawe flare of Evidorsement D03266102 00- 3-2025 to 08-23-202 08-23-2025 Name of COMP2Ry CHUBB NATIONAL INSURANCE. COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAQE FORM AMMIL If any other endorsement attached to this policy amends any provision also amended by this enhancement endorsement, then that other endorsement controls with respect to such provision, and the changes made by this enhancement endorsement with respect to such provision do not apply, TABLE OF CONTENTS A. Expected Or Intended Injury-Exception Fier Property Damage Caused By Reasonable Use ()f Forre B. Non-Utwned Watercraft Under 5'i Feet C. Non-Awned Alreraft Exception D. Damage To Property-Exception For Equipment Loaned Or Rented To The Insured E. Electronic Data-Exce tion For Physical In'ury To Tan ible Prop" F. Pollu[ion -Exception For Damage To Rented Premises Caused By Hostile Fire G, Personal And Advertising Injury Coverage-Contractual Linbility Exception For Insurv-d Contracts H. Medical Expenses Coverage-Three Years To Report Expenses 1. Supplementary Payments-Increased Limits J. Who Is An Insured -Subsidiaries Or Newly Acquired Or Formed Organizations - Including New And Existing Subsidiaries, Partnerships, Joint Venturer, Limited Liability Companies K. Who Is An Insured-Employees Including Incidental Healthcare Professional Services L. Additional Insureds Controlling interest Lessors Of Leased E ifi anent Managers Or Lessens 01'Premises Mortgagee,Assignee Or Receiver Other Persons Or Organizations Pursuant To A Contract Or Agreement Trade Show Event Lessor Vendors M. Medical Expense Liinit-S15.iF1111 N. Knowledge/Notice Of(Occurrence O. Prim ary And Non-Contributory P. Unintentional Failure To Disclose llazards Q. Waiver Of Subrogation Required By Contract R. In Rem S. Coverage Territory- Li7nitedWorldwide T. Insured Contract Amended -Railroad Limitations Removed A. Expected Or Intended Injure-Exception For Property Damage.Caused By Reasonable Use Of Farce Exclusion a. finder Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property D-arnage CE CG 04 0001 0320 Includes copyrighted material of Insurance Services(Office,with its permission. Page 1 of 9 Liability is deleted and replaced by the following: a, Expected Or Intended Injury "Bodily injury" or"property damage" expected or intended from the standpoint of the insured, even if the actual "bodily injury" or"property damage" is of a different degree or type than intended or expected. This exclusion does not apply to "bodily injury" or `property damage" resulting from the use of reasonable force to protect persons or property. B. Non-Owned Watercraft Under 55 Feet Paragraph (2) of Exclusion g. under Paragraph 2. Exclusions of Section 1 — Coverage A — Bodily Injury And Property Damage Liability is deleted and replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge; C. Non-Owned Aircraft Exception Exclusion g. under Paragraph 2. Exclusions of Section I — Coverage A—Bodily Injury And Property Damage Liability is amended to include the following exception: This exclusion does not apply to: (6) An aircraft you do not own provided: (a) The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada,designating that person as a commercial or airline transport pilot; (b) It is rented with a trained,paid crew;and (c) It does not transport persons or cargo for a charge. D. Damage To Property—Exception For Equipment Loaned Or Rented To The Insured Exclusion j. under Paragraph 2. Exclusions of Section I —Coverage A — Bodily Injury And Property Damage Liability is amended to include the following exception: Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to equipment rented or loaned to the insured,provided such equipment is not being used to perform any operations at a construction job site. E. Electronic Data—Exception For Physical Injury To Tangible Property Exclusion p. under Paragraph 2. Exclusions of Section I—Coverage A—Bodily Injury And Property Damage Liability is deleted and replaced by the following: p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. However,this exclusion does not apply to: (1) "Bodily injury'; or (2) Physical injury to tangible property. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. F. Pollution—Exception For Damage To Rented Premises Caused By Hostile Fire CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office,with its permission. Page 2 of 9 Exclusion E under Paragraph 2. Exclusions of Section I —Coverage A —Bodily Injury And Property Damage Liability is amended to include the following exception: This exclusion does not apply to "property damage"to premises while rented to you or temporarily occupied by you with the permission of the owner and caused by a "hostile fire", explosion, smoke or leakage from fire protection equipment. G. Personal And Advertising Injury Coverage—Contractual Liability Exception For Insured Contracts Exclusion e. under Paragraph 2. Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability is deleted and replaced by the following: e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement;or (2) Assumed in a written contract or agreement that is an "insured contract" provided the "personal and advertising injury" is caused by an offense first committed after the execution of the contract or agreement. H. Medical Expenses Coverage—Three Years To Report Expenses Subparagraph l.a.(b)under Section I—Coverage C—Medical Payments is deleted and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and I. Supplementary Payments—Increased Limits Paragraph 1. under Section I — Supplementary Payments —Coverages A And B is deleted and replaced by the following: 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. The cost of: (1) Bail bonds;or (2) Bonds required to: (a) Appeal judgments; or (b) Release attachments; but only for bond amounts within the available limit of insurance. We do not have to furnish these bonds. c. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to $1,000 a day because of time off from work. d. All court costs taxed against the insured in the "suit" e. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. f. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. J. Who Is An Insured — Subsidiaries Or Newly Acquired Or Formed Organizations — Including New And Existing Subsidiaries, Partnerships,Joint Ventures,Limited Liability Companies Paragraph 2.under Section II—Who Is An Insured is deleted and replaced by the following: 2. If there is no other insurance available, each of the following is also a Named Insured: CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office,with its permission. Page 3 of 9 a. A subsidiary organization of the first Named Insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization; or b. A subsidiary organization of the first Named Insured shown in the Declarations that the first Named Insured acquires or forms during the policy period, if at the time of loss the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization. IC. Who Is An Insured—Employees Including Incidental Healthcare Professional Services Paragraph 3.a.under Section II—Who Is An Insured is deleted and replaced by the following: 3. Each of the following is also an insured: a. Your "employees" but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However,no"employee" is an insured for: (1) 'Bodily injury" or"personal and advertising injury": (a) To you,to any of your directors, managers, members, "executive officers" or partners (whether or not an "employee") or to any co-"employee" while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; (h) To the brother,child,parent,sister or spouse of such injured person as a consequence of any injury described in Paragraph(1)(a) above; or (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in Paragraph(1)(a) or(b)above. CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office,with its permission. Page 4 of 9 With respect to "bodily injury"only, the limitations described in Paragraph 3.a.(1) above do not apply to: (i) You or to your directors, managers, members, "executive officers", partners or supervisors as insureds; (ii) Your "employees" as insureds, with respect to such damages caused by cardiopulmonary resuscitation or first aid services administered by such an"employee"; or (iii) Your "employees" who are nurses, emergency medical technicians, or paramedics as insureds, with respect to such damages that are caused by providing or failing to provide professional healthcare services, but only if you are not engaged in the business or occupation of providing medical,paramedical, surgical, dental,x-ray or nursing services. (2) "Property damage" to any property owned, occupied or used by you or by any of your directors, managers,members, "executive officers"or partners(whether or not an"employee")or by any of your "employees". This limitation does not apply to "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner. L. Additional Insureds Paragraph 3.under Section It—Who Is An Insured is amended by including the following: Controlling Interest Any person or organization that has financial control of you or owns, maintains or controls premises while you lease or occupy such premises,but only with respect to their liability arising out of: (1) Their financial control of you;or (2) Premises they own,maintain or control while you lease or occupy these premises. However, no such person or organization is an insured with respect to structural alterations, new construction or demolition operations performed by or for that person or organization. Lessors Of Leased Equipment Any person or organization from whom you lease equipment,but only with respect to the maintenance or use by you of such equipment, and only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this Coverage Part. However, no such person or organization is an insured with respect to an"occurrence"that takes place,or an offense that is committed, after the equipment lease ends. Managers Or Lessors Of Premises Any person or organization from whom you lease premises, but only with respect to the ownership, maintenance or use of that particular part of such premises leased to you and only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this Coverage Part. However, no such person or organization is an insured with respect to: (1) An "occurrence" that takes place, or an offense that is committed, after you cease to be a tenant in such premises; or (2) Any structural alteration, new construction or demolition operations performed by or on behalf of them. Mortgagee,Assignee Or Receiver A mortgagee, assignee or receiver of premises, but only with respect to such mortgagee, assignee or receiver's liability for "bodily injury", "property damage" or"personal and advertising injury" arising out of your ownership, maintenance or use of a premises by you. However, no such person or organization is an insured with respect to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. Other Persons Or Organizations Pursuant To A Contract Or Agreement Any person or organization that you are obligated pursuant to a contract or agreement to provide with such insurance as is afforded by this policy are insureds. CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office,with its permission. Page 5 of 9 However, the person or organization is an insured only: (1) To the extent such contract or agreement requires the person or organization to be afforded status as an insured; (2) For activities that did not occur, in whole or in part,before the execution of the contract or agreement; and (3) With respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured: (1) That is more specifically identified under any other provision of Section II—Who Is an Insured (regardless of any limitation applicable thereto). (2) With respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for"bodily injury", "property damage"or"personal and advertising injury"caused by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, in the performance of your ongoing operations at the trade show event premises during the trade show event. However, no such person or organization is an insured with respect to "bodily injury" or "property damage" included within the`products-completed operations hazard". Vendors Any person or organization who is a vendor of`your products", but only with respect to liability for"bodily injury" or"property damage"resulting from the distribution or sale of"your product" in the regular course of their business. However, no such person or organization is an insured with respect to any: (1) Assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages for "bodily injury" or "property damage" that such person or organization would have in the absence of such contract or agreement; (2) Representation or warranty unauthorized by you; (3) Physical or chemical change in"your product"made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; (5) Failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of "your product"; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of"your product"; or (7) Of `your products" which, after distribution or sale by you, have been labeled or relabeled or used as a container,ingredient or part of any other thing or substance by or for the vendor. Further, no person or organization is an insured from whom you have acquired "your product", or any ingredient, part or container entering into, accompanying or containing"your product". Limitations Applicable To Additional Insureds With respect any person or organization that qualifies as an additional insured under paragraph L. above, the following limitations apply to such insured: CB CG 04 0001 0320 includes copyrighted material of Insurance Services Office,with its permission. Page 6 of 9 (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. Limits Of Insurance Applicable to Additional Insureds With respect any person or organization that qualifies as an additional insured under paragraph L. above, the following is added to Section III—Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the contract or agreement; or (2) Available under the applicable limits of insurance; whichever is less. However, the above paragraph shall not increase the applicable limits of insurance. M. Medical Expense Limit—$15,000 Paragraph 7.under Section III—Limits Of Insurance is amended by including the following: The Medical Expense Limit is the greater of: a. $15,000;or b. The amount shown in the Declarations for the Medical Expense Limit. N. Knowledge/Notice Of Occurrence Paragraph 2.under Section IV—Commercial General Liability Conditions is amended to include the following: C Knowledge of an "occurrence" or offense by an agent or "employee" of the insured will not constitute knowledge by the insured, unless an "executive officer" (whether or not an "employee") of any insured or an "executive officer's"designee knows about such "occurrence"or offense. g. Failure of an agent or "employee" of the insured, other than an "executive officer" (whether or not an "employee") of any insured or an "executive officer's" designee, to notify us of an "occurrence"or offense that such person knows about will not affect the insurance afforded to you. h. If a claim or loss does not reasonably appear to involve this insurance, but it later develops into a claim or loss to which this insurance applies, the failure to report it to us will not violate this condition, provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such loss or claim. O. Primary And Non-Contributory Subparagraph 4.a. under Section IV — Commercial General Liability Conditions is amended to include the following: However, if you are obligated to a written contract or agreement to provide a person or organization that is included in Section II—Who Is an Insured with primary insurance such as is afforded by this policy, then this insurance is primary and we will not seek contribution from insurance available to such person or organization. P. Unintentional Failure To Disclose Hazards Paragraph 6.under Section IV—Commercial General Liability Conditions is amended to include the following: Unintentional failure of an "employee" of the insured to disclose a hazard or other material information will not violate this condition, unless an "executive officer" (whether or not an "employee") of any insured knows about such hazard or other material information. Q. Waiver Of Subrogation Required By Contract Paragraph 8.under Section IV—Commercial General Liability Conditions is deleted and replaced by the CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office,with its permission. Page 7 of 9 following: $, Waiver Of Subrogation Required By Contract We will waive the rights of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this Coverage Part have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This paragraph does not apply to Coverage C. R. In Rem The following is added to Section IV—Commercial General Liability Conditions: Any "suit" brought as an action In Rem against any watercraft owned or operated by or for the insured shall in all respects be treated in the same manner as though such"suit"were brought against the insured. CB CG 04 0001 0320 includes copyrighted material of Insurance Services Office,with its permission. Page 8 of 9 S. Coverage Territory—Limited Worldwide Paragraph 4.under Section V—Definitions is deleted and replaced by the following: 4. "Coverage territory" means all parts of the world. However, "coverage territory"does not include any: a. `Bodily injury" or"property damage"that takes place or any offense committed outside of the United States of America (including its possessions and territories), Canada and Puerto Rico, unless the insured's responsibility to pay damages is determined by a "suit" on the merits that is brought in the United States of America (including its possessions and territories),Canada or Puerto Rico; or b. Injury or damage in connection with any "suit" brought outside the United States of America (including its possessions and territories),Canada and Puerto Rico. T. insured Contract Amended—Railroad Limitations Removed Paragraph 9.under Section V—Definitions is deleted and replaced by the following: 9. "Insured contract" means: a. A lease of premises; b. A sidetrack agreement; c. An easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement;or f. Any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for such municipality) in which you assume the tort liability of another person or organization to pay damages, to which this insurance applies, sustained by a third person or organization. "Insured contract" does not include that part of any contract or agreement that indemnifies an architect, engineer or surveyor for damages arising out of- (1) Preparing, approving, or failing to prepare or approve, traps, drawings, opinions, reports, surveys, field orders, change orders,designs or specifications; or (2) Giving directions or instructions,or failing to give them. All Other Terms And Conditions Remain Unchanged. Authorized Representative CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office,with its permission. Page 9 of 9 ENDORSEMENT Named Insured: BV EMS Holdings, L.P. Policy Number: ACP30086100301 Endorsement Endorsement Effective Date: April 30, 2026 Number: 35 12:01 AM Standard Time at the address of the Named Insured as shown in the Declarations. It is agreed that: Subsection XI.I. Subrogation is amended by the addition of the following: Notwithstanding the foregoing and solely with respect to Loss resulting from a Claim for a Professional Services Wrongful Act, Technology Wrongful Act, Media Wrongful Act, Privacy Event, or Network Security Event, the Insurer specifically waives its rights of subrogation against any of the insured's customers or clients, but only to the extent that the Insured agreed pursuant to a written contract, prior to the occurrence of such Professional Services Wrongful Act, Technology Wrongful Act, Media Wrongful Act, Privacy Event, or Network Security Event, to waive its rights of recovery against such customer or client. Authorized Representative This endorsement does not change any other provision of the Policy. The title and any headings in this endorsement are solely for convenience and do not affect its meaning. Date of Issuance:May 05,2026 Policy Form:SPP 20010119 Endurance American Specialty Insurance Company Page 1 of 1 Endorsement Form:SPP 3226 1024 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B (Ed. 6-14) TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1. (❑) Specific Waiver Name of person or organization (❑x) Blanket Waiver Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. 2. Operations: 3. Premium: The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s)arising out of the operations described. 4. Advance Premium: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. [The information below is required only when this endorsement is issued subsequent to preparation of the policy.] Endorsement Effective 0$-23-25 Policy No. 71844902 Endorsement No. Insured EMS MANAGEMENT AND CONSULTANTS INC Premium $ Incl . Insurance Company Chubb National Insurance Company Countersigned By WC420304B (Ed.6-14) 9)Copyright 2014 National Council on Compensation Insurance,Inc.All Rights Reserved. Insured Copy WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. For policies or exposure in Missouri: Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 08-23-25 Policy No. 71844902 Endorsement No. Insured EMS MANAGEMENT AND CONSULTANTS INC Premium $ Incl . Insurance Company Chubb National Insurance Company Countersigned By WC 00 0313 (Ed.4-84) 01983 National Council on Compensation Insurance. Insured Copy CALIFORNIA WAIVER OF OUR RIGHTTO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy_ We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. (❑) Specific Waiver Name of person or organization (2) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3• Premium: The premium charge for this endorsement shall be 1% percent of the California premium developed on payroll in connection with work performed for the above person(s)or organization(s) arising out of the operations described. 4. Minimum Premium: Authorized Representative This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. [The information below is required only when this endorsement is issued subsequent to preparation of the policy.] Endorsement Effective 08-23-25 Policy No. 71844902 Endorsement No. Insured EMS MANAGEMENT AND CONSULTANTS INC Premium $ Incl . Insurance Company Chubb National Insurance Company Countersigned By WC 90 03 75 (05/18) Insured Copy PREMIER PROFESSIONAL LIABILITY AND NETWORK RISK INSURANCE POLICY In consideration of the payment of premium and subject to all provisions of this Policy, including the Application and all forms attached hereto,the Insureds and the Insurer agree as follows: I. INSURING AGREEMENTS A. Professional Services Liability If Insuring Agreement A. is purchased, the Insurer shall pay Loss on behalf of an Insured on account of a Claim first made against such Insured during the Policy Period or the Extended Reporting Period, if applicable, for a Professional Services Wrongful Act that first takes place on or after the Retroactive Date and before the end of the Policy Period. B. Technology Services Liability If Insuring Agreement B. is purchased, the Insurer shall pay Loss on behalf of an Insured on account of a Claim first made against such Insured during the Policy Period or the Extended Reporting Period, if applicable, for a Technology Wrongful Act that first takes place on or after the Retroactive Date and before the end of the Policy Period. C. Media Liability If Insuring Agreement C. is purchased, the Insurer shall pay Loss on behalf of an Insured on account of a Claim first made against such Insured during the Policy Period or the Extended Reporting Period, if applicable, for a Media Wrongful Act that takes place on or after the Retroactive Date and before the end of the Policy Period. D. Privacy and Network Security Liability If Insuring Agreement D. is purchased,the Insurer shall pay Loss on behalf of an Insured on account of a Claim first made against such Insured during the Policy Period or the Extended Reporting Period, if applicable, for a Privacy Event or Network Security Event that takes place on or after the Retroactive Date and before the end of the Policy Period. E. Privacy and Network Security Breach Costs If Insuring Agreement E. is purchased, the Insurer shall pay the Company for Breach Costs that are directly attributable to a Privacy Event or Network Security Event first Discovered during the Policy Period. F. Direct Business Interruption Loss If Insuring Agreement F. is purchased, the Insurer shall pay the Company for Direct Business Income Loss and Extra Expenses incurred during the Period of Restoration due to an Interruption of Service that first occurs during the Policy Period, if the length of the Interruption of Service exceeds the Waiting Period set forth in the Declarations. Endurance American Specialty Insurance Company Page 1 of 30 SPP 2001 0119 G. Contingent Business Interruption Loss If Insuring Agreement G. is purchased, the Insurer shall pay the Company for Contingent Business Income Loss and Extra Expenses incurred during the Period of Restoration due to an Interruption of Service that first occurs during the Policy Period, if the length of the Interruption of Service exceeds the Waiting Period set forth in the Declarations. H. Digital Asset Loss If Insuring Agreement H. is purchased, the Insurer shall pay the Company for Digital Asset Replacement Expenses that are directly attributable to a Digital Asset Loss Event first Discovered during the Policy Period. I. Cyber Extortion Threat If Insuring Agreement I. is purchased, the Insurer shall pay the Company for Extortion Expenses, Extortion Payments, and Reward Payments that are directly attributable to a Cyber Extortion Threat first received by the Company during the Policy Period. II. EXTENSIONS A. Spouses, Domestic Partners, Estates, Heirs, Assigns and Legal Representatives Subject to all other terms and conditions of this Policy, coverage under this Policy extends to a Claim made against: 1. the lawful spouse or Domestic Partner of an Insured Person, but only for a Claim against that spouse or Domestic Partner due to his or her status as such, or due to such spouse's or Domestic Partner's ownership interest in property from which the claimant seeks recovery; or 2. the estates, heirs, legal representatives, or assigns of an Insured Person who is deceased, legally incompetent, bankrupt, or insolvent; but only for a Wrongful Act of, or a Privacy Event or Network Security Event directly involving, an Insured Person. This extension of coverage shall not apply to Loss attributable to any act, error, or omission of a spouse, Domestic Partner, estate, heir, legal representative, or assignee of any Insured Person. Each Claim to which this extension of coverage applies shall be treated as a Claim against an Insured Person for purposes of applying the provisions of this Policy. B. Extended Reporting Periods 1. Automatic Extended Reporting Period If the Insurer cancels or nonrenews this Policy for reasons other than fraud or non-payment of premium or the Named Insured cancels or nonrenews this Policy, then the Insurer shall provide the Insureds with an automatic Extended Reporting Period of sixty (60) days to immediately follow the end of the Policy Period.The automatic Extended Reporting Period shall not apply to any Claim covered under any policy of insurance that the Insured has purchased to replace the insurance provided by this Policy, or that would be covered under any such policy of insurance but for the application of a retention or the exhaustion of the limit of liability of such insurance. Endurance American Specialty Insurance Company Page 2 of 30 SPP 20010119 2. Optional Extended Reporting Period a. If the Insurer cancels or nonrenews this Policy for reasons other than fraud or non-payment of premium or the Named Insured cancels or nonrenews this Policy, then the Named Insured shall have the right to purchase an optional Extended Reporting Period to immediately follow the end of the Policy Period. b. The right to purchase the optional Extended Reporting Period will lapse unless, within thirty (30) days following the end of the Policy Period, the Insurer receives written notice of the Extended Reporting Period option elected along with payment of the additional premium for such optional Extended Reporting Period, as set forth in the Declarations. c. If purchased, the optional Extended Reporting Period cannot be canceled by the Insured and cannot be canceled by the Insurer, except for non-payment of premium. d. As a condition precedent to the Named Insured's option to elect the optional Extended Reporting Period, any and all premiums and Retentions that are due must have been paid and the Named Insured must have complied with all other terms and conditions of this Policy. e. If the optional Extended Reporting Period is purchased, it shall run concurrently with the automatic Extended Reporting Period. 3. Coverage under any Extended Reporting Period applies only to Claims first made during the Extended Reporting Period, and only for Wrongful Acts, Privacy Events, or Network Security Events actually or allegedly taking place on or after the Retroactive Date and before the end of the Policy Period. Any such Claim will be deemed to have been made during the Policy Period. 4. The Extended Reporting Periods shall be subject to all other terms and conditions of this Policy. III. DEFINITIONS Whether in the singular or plural: Additional Insured means any person or entity that a Company is required by written contract to add as an Insured to this Policy. Application means all applications, including any written application and all attachments, and all other materials and information provided by or on behalf of the Insured to the Insurer for purposes of underwriting this Policy or any policy of which this Policy is a direct or indirect renewal or replacement. Bodily Injury means physical injury, sickness, disease, or death of any person, and emotional distress or mental anguish arising out of the foregoing. Breach Costs means reasonable and necessary fees, costs, charges, and expenses, charged by a Breach Response Vendor and incurred by the Company within twelve (12) months after a Privacy Event or Network Security Event is Discovered,to: 1. conduct any investigation, including a computer forensic investigation, and analysis of the Insured's Computer System to determine the cause and extent of such Privacy Event or Network Security Event; Endurance American Specialty Insurance Company Page 3 of 30 SPP 20010119