HomeMy WebLinkAboutU.S. HEALTHWORKS 2 -2002 AGREEMENT TERMINATION
Please complete this form when the attached agreement is no longefai effect,
Return form to the Sr. Deputy Clerk of the Council (M-30). Call 647-5238 if you have airy
questions.
The agreement with U-s , �L No. A ---170
was completed on p t ap)C , and final payment has been made.
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Department: rl •�C
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Signature: C
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Date: 0/1--
City of Santa Ana
Revised 8-7-03 Clerk of the Council
lNSU.RANCE NOT ON FILE
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CLERK OF COUNCIL
DATE: \\-14-07-
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CONSULTANT AGREEMENT
THIS AGREEMENT, made and entered into this ~ day of Au (1U ;)1 ,2002 by
and between U. S. Healthworks, a California corporation (hereinafter "Consultant"), and the City
of Santa Ana, a charter city and municipal corporation organized and existing under the
Constitution and laws of the State of California (hereinafter "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
fitness assessment and medical evaluation.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
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
Consultant shall perform those services as set forth in Exhibit A to this Agreement.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement, shall not exceed $32,000.00, aunually, during the term of this Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. 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 the date first written above and terminate on June 30,
2004, unless terminated earlier in accordance with Section 12, below. The term of this
Agreement may be extended upon a writing executed by the Fire Chief and the City Attorney.
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4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor 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 marmer 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. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insured(s) and shall include, but not be limited to protection against
claims arising from bodily and personal injury, including death resulting therefrom and damage
to property, resulting from any act or occurrence arising out of Consultant's operations in the
performance of this Agreement, including, without limitation, acts involving vehicles. The
amounts of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property damage, in the total
amount of $1 ,000,000 per occurrence. Consultant shall supply City with a fully executed
additional insured endorsement in substantially the form attached hereto as Exhibit B upon
execution of this Agreement and shall be approved in form by the City Attorney.
b. Reserved.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
ofthe Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
performance of the work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. Professional liability (errors and omissions) insurance, with a combined single limit of
not less than $1,000,000 per claim.
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
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(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (I) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section I 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 ofthe 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.
7. 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.
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Confidential information disclosed to either party by any subsidiary and/or agent ofthe 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 oflaw; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
8. 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.
9. 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 telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Fire Chief
City of Santa Ana
20 Civic Center Plaza (M-80)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-5779
and,
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
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To Consultant:
u.s. Healthworks - East Edinger
1530 East Edinger
Santa Ana, California 92705
Telefacsimile (714) 541-5313
Attn: Michelle Harrison
A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, any notice, tender, demand, delivery, or other
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 telefacsimile, any notice, tender, demand, delivery, or
other 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.
10. 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 nor
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 are not embodied herein.
11. 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 consultants retained by City.
12. 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
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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 completed as of such date, and in such case such work product shall be
the property ofthe 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 performance
specified in the Recitals ofthis Agreement.
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION - VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be governed and construed in accordance with the laws of the State of
California. 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.
IS. 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 her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms ofthis 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.
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b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above v,Titten.
ATTEST:
CITY OF SANTA ANA
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PATRICIA E. HEALY
Clerk of the Council
DA D N. REAM
City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
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By:\;' () A 1;/ . lJ1 .?,'"
Lau\:{[ Sheedy
Assistant City Attorney!
RECOMMENDED FOR APPROVAL:
CONSULTANT
MaAC U;tv&-
MARC MARTIN
Fire Chief
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MIC ELLE HARRisON
Industrial Accounts Coordinator
Tax ID# 95-4643269
K:\ WPDOCS\D030\POO I \00005306.DOC
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HealthWorks
PRICE QUOTATION FOR FITNESS PHYSICAL
A) Comprehensive Physical Evaluation will include:
. Review of the results of the Santa Ana College fitness assessment
. Review of employee's detailed medical history
. Review of the twelve-lead ECG from graded treadmill exercise test
. Height and weight measurements
. Blood pressure and heart rate measurements
. Review of screening procedures (see below)
. Review of the body's medical systems to include: cardiovascular,
respiratory, gastrointestinal, genitourinary, endocrine, hematology, and
musculoskeletal.
PRICE $25.00
B) Screening Procedures will include:
. Urinalysis
. Hemodult (Screen for colon cancer)
. Screening for heavy metals
. TB test
. Vision test for distance
. Hearing test (annual)
. Chest x-ray-two views (annual)
. Complete physical examination (includes components necessary for
satisfying the requirements of the DMV Commercial Driver's License Class
A ohvsical
. EKG reading by Cardiologist PRICE $75.00
ADDITIONAL TESTING:
Flexible Sigmoidoscopy or colonoscopy (optional, every two years for
individuals over 50 - Refer out to Dr. Rivera
Physician monitored treadmill (twelve lead ECG) for individuals with high to
very high score on coronary risk profile or physician's decision based on ECG
review from graded treadmill results.
PRICE $100.00
1530 East Edinger, Santa Ana, California 92705
Phone 714.542.8904 Fa. 714.541.5313 www.ush.althworks.com
EXHIBIT A
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EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
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This endorsement modifies such insurance as is afforded by the provisions of Policy
# relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 9270 I; its
officers, employees, agents, volunteers and representatives are named as additional insureds
("additional insureds") with regard to liability and defense of suits arising from the operations
and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed by or on
behalf of the named insured, such insurance as is afforded by this policy is primary and is not
additional to or contributing with any other insurance carried by or for the benefit of the
additional insureds.
3. This insurance applies separately to each insured against whom claim is made or
suit is brought except with respect to the company's limits of liability. The inclusion of any
person or organization as an insured shall not affect any right which such person or organization
would have as a claimant if not so included.
4. With respect to the additional insureds, this insurance shall not be cancelled, or
materially reduced in coverage or limits except after thirty (30) days written notice has been
given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701.
(Completion of the following, including countersignature, is required to make this endorsement
effective.)
Effective
Policy #
Issued to
q -) 1 - 0 7- , this endorsement form as a part of
iP'j7.S'C)
lA. S. ~nh,.,)t>r"\'-5
Named Insured
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Countersigned by
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CERTIFICATE OF LIABILITY INSURANCE
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DATI' {MM,POIY)''(Y)
10/19!2006
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW,
PRODUCER
Arthur J, Gallagher & Co.
License #0726293
505 North Brand Blvd, Suite 600
Gler;t:Jale, CA 91203.3944
Phone_ 818,539-2300 rme 818,.539-230,
INSURERS AFFORDING COVERAGE
NAIC#
IN$'JRED
U.S. HealthWorks, Inc.
3655 North Point Parkway, Suite 150
A!pharetta, GA 30005
INSUREr< A _,!j~~~?_~i:!,!:iE:.,l0.~~E~0,~,~_S~9!':"P~ ny
INSUR,,;:'l a Hartford
IP,SJRER D
IN$JRFRf
COVERAGES
THE POLICiES O~ iNSURANCE LISTED BELO'N H/IVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERiOD INDIC,\TED NOTVi!THSTANDING
ANY REQUIREMENT, TERM OR CONDITiON Or: ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE r.,'AY BE ISSUED OR
MAY PERTAIN, THE !NSURANCE- AFFORDED BY THE POLJCIES DESCRI8ED HEREIN JS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POLlCES, AGGREC',ATE LIMITS SHOWN r.1AY HAVE BEEN REDUCED BY PAID CLAJMS.
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72UENUM8309
LIMITS
09/01106
09/01/07
_,~i:~gg;::!,~H~,I\PVI~.JURY
q?t_~:")~LA:q<:;!'lS(;ATC
300,00G
10,000
'1,000,000
3,000,000
3.:;)00,'060
CCCUR
I'~/(r ,;"'p:d~S "iiiK
A
POliCY
09/01107
1 ,000.000
ANY AUTO
A.LlCWVNE~AJT()..,>
BODilY IN...'URY
lPeqxvUJI!
X SC!,EOU",PCAUTOS
X
X
H)I~f.:; AUTOS
BO(}ll Y IN.;;JRY
li'tHaccid(l1)1;
I\ON.owr;;:[;AUros
GII.:RAGE LIABILITY
AuTOO....L Y .f:.AACClQEN1
ANY Al!f(,
OTHER'rH^,"
AiJTOONLY
G
,_ €XCESS!iJMBREL ~~1~6IL1T Y
09/0'1/06
09101;07
X OCCUR
: 0_AIM$ MADE
~~~~::;;;:~,!E
D~DUCT-i>:~E
X R[TF'H'O'1
S 10000
^ WORl{ERS COMPENSATION ANO
EMPLOYERS' LlABIUTY
72WNi',.1G3070
09(0 1 1lJ6
09;01/07
X
~,::L^, ~t:Cl1 ACCIDeNt
is ~" YSEASE. ;'OUCY!.i'tiT
1,000,000
1,000,000
OTHER
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DESCRIPTION Of' OPERA nO~lS.' LOCATIONS i VEHICLES! EXCLUSIONS AOoeo &V ENDORSEMENT I SPECIAL PROVISIONS
'Except ~o days notice for r,on-poyrr)l;ml of premium The City 01 Santa Ana. 20 Civic Center Plaza, Santa J\na, California 92;'0'1. its officers, employees.
agents volunteers and represontatives are named as additior,QI insureds with regard to liability ar:d defense of suits arising from the operations and uses
performed by or on behalf of the namBd ifl$!Jred.
CERTIFICATE HOLDER
CANCELLATION
20 OAc Center Pklza
S.an:",1 Ana. C/\ 92701
SHOULD ANY OF THE ABOVE OESCRlIlEO POLICIES 6f CANCELLED BEFORE THE EXPlRA TlON
OATe THEREOF, THE ISSUING INSUReR WILL XXXXXXl<.XXXXMAlt. ,,,;?St,, DAYS WR:rrTEN
~~:pfi Tp THE CERTifICATE HOLOER NAMEO TO THE lEFT, XXXXYJ0lXXx.xXXXXXXXXXXXX
l.iJ...!:xiidXyy'XXJ(xXXXXXX:XXXXXXXXxYJOC';XXXXXXXXXXXXXXXXXXXXX;<.XXXXXXXXXxxxx.>:
XXYJ;XXXXMXXXXX
AUTHORIZEO REPRESEtHATlVE
City of Santa An;)
City of Santa An~l Fire DepiOrtmeh!
A:!ll'lltb'VtH::I AS '1'0
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ACORD 25 (2001108)
@ ACORD CORPORATION 1988
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ADDITIONAL INSURED ENDORSEMENT
Insurance Company Hartford Fire Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
# 72UENUM8309 relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California
92702; its officers, employees, agents and volunteers are named as additional insureds
("additional insureds") with regard to liability and defense of suits arising from the
operations and uses performed by or on behalf of the named insured.
2 With respect to claims arising out of the operations and uses performed by
or on behalf of the named insured, such insurance as is afforded by this policy is
primary and is not additional to or contributing with any other insurance carried by or for
the benefit of the additional insureds.
3. This insurance applies separately to each insured against whom claim is
made or suit is brought except with respect to the company's limits of liability. The
inclusion of any person or organization as an insured shall not affect any right which
such person or organization would have as a claimant if not so included.
4. With respect to the additional insureds, this insurance shall not be
canceled, or materially reduced in coverage or limits except after thirty (30) days written
notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana,
California 92702.
(Completion of the following, including countersignature, is required to make this
endorsement effective.)
Effective 911106 - 911107
Policy # 72UENUM8309
Issued to u.s. Healthworks, Inc.
, this endorsement form as a part of
Named Insured
Countersigned by
~-
Authorized Representative
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L Urii Stitt Sheedy
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