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HomeMy WebLinkAboutNAPHCARE, INC. - 2014INSURANCE ON FILE A-2014-205 WORK MAY PROCEED UNTIL INSURANCE EXPIRES qi t CLERKQFQFCOC ��,�� DATE. AGREEMENT FOR THE PROVISION OF INMATE MEDICAL SERVICES BETWEEN CITY OF SANTA ANA, CALIFORNIA AND NAPHCARE, INC. THIS AGREEMENT is made and entered into this lu day of October, 2014, by and between NaphCare, Inc., an Alabama corporation (hereinafter "Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing tinder the Constitution and laws of the State of California (hereinafter "City"). A. The City desires to retain a Contractor having special skill and knowledge in the field of providing basic and emergency irmmate medical services. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that tory services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional 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. TERM. This Agreement is for a three (3) year tern and shall oormnence on October 1, 2014 and terminate on October 1, 2017, unless terminated earlier in accordance with Section 18, below. Said Agreement may be extended beyond the original tern should the parties mutually agree to do so in writing. 2. SCOPE OF SERVICES Contractor shall provide basic aid emergency medical services to inmates at the Santa Ana Jail ("Jail') as outlined in sections three (3) and four (4) sections A -F of Contractor's proposal attached hereto and marked as Exhibit "A" and incorporated herein by reference. The proposal outlines the services to be provided by Contractor as part of Contractor's response to RFP No. 1a-034. Contractor's responsibility shall only be applicable to inmates that are physically located and booked into the Jail, Said inmate must be part of the average daily population (",NDP") in order for Contractor to maintain any responsibility for basic and emergency medical services. 3. PERSONNEL A, Staffing. Contractor will provide medical, mental health, dental, technical and support persomiel necessary for the rendering of health care services to inmates as contemplated herein. The health care staff will be at levels consistent with those identified in Exhibit "B" to this Agreement, B. Licensure, Certification and Registration of Personnel. All personnel and contractors provided- or made available by Contractor to render services hereunder will be licensed, certified or registered, as appropriate, in their respective areas of expertise pursuant to applicable California law. C. Subcontracting and Delegation. In order to discharge its obligations hereunder, Contractor will engage certain health care providers, such as on-site physicians, as independent contractors rather than as employees, and may engage other persons and entities providing services as subcontractors. As the relationship between Contractor and those health care professionals and providers will be that of independent contractor, Contractor will not be considered or deemed to be engaged in the practice of medicine or other professions practiced by these professionals, and Contractor will not exercise control over the manner or means by which these independent contractors perform their professional duties. Contractor shall, however, remain fiilly liable and responsible for the services performed by its independent contractors and subcontractors. 4. COMPENSATION The total annual sum to be expended under this Agreement for staffing, pharmaceuticals, supplies and other services shall be as below. If during any month of this Agreement the ADP of inmates per day in such month exceeds 440 inmates, the City will pay Contractor the additional per diem below per inmate per day as additional compensation, Year One Pricing for Inmate Medical Services: $1,940,631.60 Monthly pricing for Year One: $ 161,719.30 Monthly per diem for ADP exceeding 440: $ 1.25 Pricing for years two and three of the Agreement for Inmate Medical Services shall be determined and increased upon mutual agreement of the parties not to exceed the Consrumer Price Index based on the Bureau of Labor Statistics for All Urban Areas, Los Angeles, Orange and, Riverside Counties for September of that year In the event the parties agree to extend the contractual term beyond the initial three year term, compensation for any renewal period shall also be determined upon mutual agreement of the parties for an amount not to exceed the Consumer Price Index based on the Bureau of Labor Statistics for All Urban Areas, Los Angeles, Orange and Riverside Counties for September of that year, or as otherwise agreed to by the parties. The following medical services are not included in the inmate medical services listed above and additional compensation shall be due and payable to Contractor in the event. those services are rendered by Contractor: A, Repair of dentures, dental plates and partial plates: $ 200.00 per repair B, Mobile X-ray Services: $ 85.00 per study 2 C. Ophthalmology Services: $ 150.00 per patient visit D. OB -GYN Services: $ 250.00 per patient visit E. Emergency Psychiatric Crisis: $ 50.00 per patient visit 5. OFF-SITE SERVICES & ON-SITE SPECIALTY SERVICES Contractor shall assist in arranging off-site services for City inmates; however, Contractor shall have no responsibility for costs associated with off-site services provided to City inmates and as outlined in the RFP 14-034, page 17, shall be responsible for billing the responsible contract agency for all off-site :related costs. Contractor hereby understands that the City contracts with the Immigration and Naturalization Services (INS) and the U.S. Marshal Service ("contracting agencies") for the housing/detaining of federal inmates. Said contracting agencies are financially responsible for their inmates' approved off-site treatment services. Pursuant to this Agreement, City requires that Contractor assist with scheduling offsite appointments for inmates housed on behalf of the contracting agencies within the Jail. The City shall supply Contractor with relevant classification information regarding the federal inmates of the contracting agencies and Contractor shall bill the contracting agencies directly for off-site services rendered, Contractor acknowledges that the City also provides housing for other non -contracting agency inmates. The non -contracting agencies include the City of Santa Ana and other cities within the area. For off-site services rendered by Contractor on behalf of any non -contracting agency innate, Contractor shall be reimbursed 100% of all costs of off-site medical services for these inmates by the City. Contractor will bill the City for non -contracting agency inmates for these off-site services as well as services rendered off-site on behalf of City inmates. Contractor shall provide invoices on the 10th day of the month following the month service was rendered and the City shall reimburse Contractor within thirty (30) days of receipt of invoice. 6. RECORDS A. Medical Records. Contractor will cause to be maintained a. comprehensive, accurate medical record for each innate who has received health care services, This medical record will be maintained pursuant to applicable laws including but not limited to HIPAA and California privacy laws and will be kept separate from the inmate's confinement record. A summary of the applicable medical record will be available to accompany any innate who is transferred from the Facility to another location for off-site services or who is committed permanently _ or temporarily to another correctional facility. Medical records will be kept confidential, and Contractor will follow the City's policy with regard to access by inmates and Facility staff to medical records, subject to applicable law regarding confidentiality of such records. No information contained in the medical records will be released by Contractor except as provided by the City's policy, by a court order, or otherwise in accordance with applicable law. Immte medical records are and will remain the property of the City. B. Electronic Health Record. Contractor will provide its proprietary electronic medical record software system, 7'echCare (or Contractor's like -kind, updated EHR software system which may be referred to by a separate name) for inmate medical record keeping usage in the Jail. Contractor shall maintain ownership of this software and the City shall be entitled to quantitative and select information as required by the City. At the termination or expiration of this Agreement, Contractor shall- remove Tech Care (or Contractor's like -kind; updated EHR software system which way be referred to by a separate name) system with City maintaining no ownership rights to the software or data included within, with the exception of medical records pertaining to imitates, City shall keep this software and all information pertaining to it confidential at all times during the term of this contract and termination thereof. 7. EXPENDITURE AND REVENUE REPORT No later than sixty (60) days following the end of the initial term, or any subsequent term of this Agreement, Contractor shall submit to City for informational purposes only, an Expenditure and Revenue Report for that period, Such report shall be prepared in accordance with the format that is provided by City. 8. SECURITY A. General. The parties agree that adequate security services are necessary for the safety of the agents, employees and subcontractors of Contractor, as well as for the security of inmates and Jail staff. The City will provide security services satisfactory to Contractor and sufficient to enable Contractor and its personnel to safely provide the medical services called for hereunder, B. Transportation Off -Site. The City will provide security as necessary and appropriate in connection with the transportation of any inmate between the Jail and any other location for off-site services as contemplated herein. 9. OFFICE SPACE AND EQUIPMENT A. Office Space and Support. The City agrees to provide Contractor with office space, facilities, and utilities sufficient to enable Contractor to perform its obligations hereunder. Contractor shall be responsible for all telephone, facsimile lines and computer lines (including installation of new lines or movement of current lines) required for services at the Jail. B. Delivery of Possession, The City will deliver to Contractor on the date of commencement of this Agreement or the date the Agreement is fully executed whichever date is later, possession and control of all office equipment and supplies then in place at the Jail's health care facilities that are City's property. C. Supplies and Equipment Inventory upon Termination. Medical supply inventories remaining upon termination of this Agreement will become the property of the City. For continuity of care, Contractor will provide no less than a seven day supply of pharmaceutical inventory upon the termination of the Agreement. Office furniture purchased by Contractor during the term of this Agreement will remain the property of the City upon termination of this Agreement. Medical equipment, computers, printers and other office equipment purchased by Contractor during the term of this Agreement will remain the property of Contractor upon termination of this Agreement. D. - General Services. The City will provide for each inmate receiving medical services no less than the full range of services and facilities provided for other inmates at the Jail including, but not limited to, daily housekeeping services, dietary services, personal hygiene supplies and services and linen supplies. The City will provide all necessary building maintenance services. 10. INSPECTIONS AND AUDITS A. City, any authorized representative of City, any authorized representative of the State of California, the Secretary of the United States Department of Health and Human Services, the Comptroller General of the United States, or any of their authorized representatives, shall have access to any books, documents and records, including but not limited to medical and client records of Contractor which such person deems pertinent to this Agreement, for the purpose of conducting an audit, evaluation, examination or malting transcripts during the periods of retention set forth in the Records section of Exhibit A to this Agreement. Such persons may at all reasonable times inspect or otherwise evaluate the services provided pursuant to this Agreement, and the premises in which they are provided. B. Contractor shall actively participate and cooperate with any person specified in subparagraph A above in any evaluation or monitoring of the services provided pursuant to this Agreement, and shall provide the above-mentioned persons adequate office space to conduct such evaluation or monitoring. C. Following an audit report, in the event of non-compliance with applicable laws and regulations governing funds provided through this Agreement, City may terminate this Agreement as provided, for in the Termination paragraph or direct Contractor to immediately implement appropriate corrective action. A plan of correction shall be submitted to City in writing within thirty (30) days after receiving notice from City. D. Within fourteen (14) days of receipt by Contractor, Contractor shall forward to City a copy of any audit report. Such audit shall include, but not be limited to, management, financial, programmatic or any other type of audit of Contractor's operations, whether or not the cost of such operation or audit is reimbursed, in whole or in part, through this Agreement, 11. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: A. Comprehensive General Liability Insurance. Contractor shall maintain comprehensive 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 there from and damage to property, resulting from any act or occurrence arising out of Contractor'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 there from, and property damage, in the total amount of $2,000,000 per occurrence. Said amount may be secured through an excess insurance policy maintained by Contractor. The City hereby permits Contractor to maintain a self-insured retention in excess of $25,000. Contractor shall supply City with a fully executed additional insured endorsement on a form approved by the City Attorney at the time this Agreement is executed. B. Worker's Compensation Inst rance, In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor 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 render this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. C, Any person providing physician services pursuant to this Agreement shall maintain Professional liability (errors and omissions) insurance against medical malpractice with a combined single limit of not less than $1,000,000 per claim and $3,000,000, in the aggregate, per year, D. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor 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. E. If Contractor 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 affect Contractor's right to be paid for its time and materials expended prior to notification of termination. 12. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees and representatives from any liability 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 Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 2 of this Agreement. The Contractor 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 asserting that personal injury; damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the direct or indirect operations of Contractor. City may make all reasonable decisions with respect to its representation hn any legal proceeding. City hereby agrees to indemnify and hold harmless the Contractor, its officers, agents, employees and representatives from any liability for personal injury damages, just compensation, restitution, judicial or equitable relief arising out of any claims directly related to the negligence of the City. 13. CONFIDENTIALITY A. Contractor shall maintain the confidentiality of all records, including billings and any audio and/or video recordings, in accordance with all applicable State acid Federal codes and regulations, as they now exist or may hereafter be amended or changed. B, Prior to providing any services pursuant to this Agreement, all employees, subcontractors, and volunteer staff or interns of Contractor shall agree, in writing, with Contractor to maintain the confidentiality of any and all information and records which may be obtained in the course of providing such services. The agreement shall specify that it is effective irrespective of all subsequent terminations of Contractor's employees, subcontractors, volunteers or interns. C. All confidential information furnished by Contractor to City hereunder will be kept confidential by City and shall not, without the prior written consent of Contractor, be disclosed by City, or by its representatives, contractors, or employees in any manner whatsoever, in whole or in part, and shall not be used by City or its representatives, contractors or employees who need to know the Confidential information. 14. CONFLICT OF INTEREST CLAUSE Contractor 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. 15. NOTICE A. 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 facsimile 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 Facsimile (714) 647-6956 With courtesy copies to: Chief of Police City of Santa Ana Santa Ana Police Department 60 Civic Center Plaza Santa Ana, California 92702 Facsimile (714) 245-8116 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Contractor: James S. McLane Chief Executive Officer NaphCare, Inc. 2090 Columbiana Road, Suite 4000 Birmingham, AL 35215 Facsimile (205) 536-8404 IM NaphCare, Inc, Attn: Legal Department 2090 Columbiana Road, Suite 4000 Birmingham, AL 35215 Facsimile (205) 536-8404 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 facsimile, 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, weekend's, federal, state, City holidays shall be excluded. B. NOTIFICATION OF DEATH — Upon becoming aware of the death of any person receiving services hereunder, Contractor shall immediately, in person or by telephone, notify the on -premises Jail Administrator or his/her designee, the Orange County Coroner, and the Orange County District Attorney. In addition, Contractor shall, within sixteen (16) hours after such death, deliver in person or by facsimile machine, a Written Notification of Death to the above persons. The telephone report and Written Notification of Death shall contain the name of the deceased, the date and time of death, the nature and circumstances of death, and, the name(s) of Contractor's officers or employees with knowledge of this matter. Upon request, and to the extent allowable by law, Contractor shall provide the Coroner, District Attorney, Jail Administrator or his designee with a complete copy of the deceased patient's medical record. C. NOTIFICATION OF SPECIAL INCIDENTS — Immediately upon becoming aware of any occurrence of a serious nature which may expose either patty to liability or disrupt the services hereunder, Contractor shall verbally notify the on -premises Jail Administrator or his designee. Such occurrences may include but are not limited to accidents, injuries or acts of negligence, or any incident or circumstance which adversely impacts the capacity of Contractor to provide the services hereunder. Such verbal notification shall be followed within twenty-four (24) hours, by written notification to City and the Jail Administrator or his designee. 16. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, 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 teams of this Agreement shall prevail. This Agreement may not be modified except by written instrunnent signed by the City and by an authorized representative of Contractor. 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 Contractor 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. 17. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer or delegate any interest herein and any such assignment, transfer or delegation shall be considered null and void. However, obligations undertaken by Contractor pursuant to this Agreement may be carried out by subcontracts, provided such subcontracts are approved in writing by City, meet the requirements of this Agreement as they relate to the service or activity under subcontract, and include any provisions that City may reasonably require, No subcontract shall terminate or alter the responsibilities of Contractor to City pursuant to this Agreement. 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. 18. TERMINATION A. This Agreement maybe terminated by the City upon thirty (3 0) days written notice to the Contractor. Contractor may terminate this Agreement by providing the City with three huwdred sixty (360) days' prior written notice. B. After receiving any Notice of Termination, Contractor shall continue to provide services and cooperate with City staff until the date of termination in a manner which is consistent with recognized standards of quality patient care and prudent business practice, and obtain immediate clarification from City of any unsettled issues of contract performance diuing the remaining contract term. C. The right and remedies of City provided in this Termination paragraph shall not be exclusive, and are in addition to any other rights and rernedies provided by law or this Agreement. D. City may terminate this Agreement immediately, upon written notice, on the occurrence of any of the following events: i. The loss by Contractor of legal capacity. ii. Cessation of services. iii. Delegation or assignment of Contractor's services operation without written approval by City Of Santa Ana. iv. Neglect by any physician or licensed person employed by Contractor of any duty required pursuant to this Agreement, v. The loss of accreditation or any license required by the Licenses and Law paragraph of this Agreement. vi. The continued incapacity of any physician or licensed person to perform duties required pursuant to t1ts Agreement. vii. Unethical conduct or malpractice by any physician or licensed person providing services pursuant to this Agreement; provided, however, City may waive this option if Contractor removes such physician or licensed person from serving anyone pursuant to this Agreement. B. In the event of a material breach of the Agreement by City, Contractor will give City written notice of material breach and thirty (30) days from the date of the notice to cure the material breach. If said breach is not cured within thirty (30) days from the date of the notice, Contractor may terminate the Agreement immediately but will continue to provide services in a manner consistent with recognized standards of quality patient case and prudent business practice for an additional sixty (60) days or any additional time mutually agreed upon by the parties. Contractor will be entitled to be paid pursuant to the rates set forth in this Agreement any additional time worked after termination. Material breach shall be failure to pay for services rendered within sixty (60) days. F. Responsibility for Inmate Health Care. Upon termination of this Agreement, total responsibility for providing health care services to all inmates, including imnates receiving health care services at facilities off-site will be transferred from Contractor to the City or the City's designee and Contractor shall maintain no responsibility for same. 10 19. NONDISCRIMINATION A. Employment. Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defied and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities, Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. B. Services, Benefits and Facilities. Contractor shall not discriminate in the provision of services, the allocation of benefits or the accommodation in facilities on the basis of ethnic group identification, race, color, religion, ancestry, creed, sex, national origin, marital status, age, sexual preference, medical condition or physical or mental disability. For the purpose of this subparagraph B, "discrimination" means denying a client or potential client any service, benefit or accommodation that would be provided to another and includes, but is not limited to, the following; i. Denying a client any service or benefit or availability of a facility. ii. Providing any service or benefit to a client which is different or is provided in a different manner or a different time from that provided to other clients. iii. Restricting a client in any way in the enjoyment of any advantage or privilege enjoyed by others receiving any service or benefit. iv. Treating a client differently from another in satisfying any admission requirement or condition or eligibility requirement or condition, which individuals must meet in order to be provided any service or benefit. V. Assignment of terms or places for the provision of services on the basis of ethnic group identification, race, religion, ancestry, color, creed, sex, marital status, national origin, age, sexual preference, medical condition or physical or mental disability of the clients to be served. C. Persons with Disabilities. Contractor agrees to comply with the provisions of Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794 at seq., as implemented in Title 45 CPR, Section 84.1 at seq.) pertaining to the prohibition of discrimination against qualified persons with disabilities in all programs or activities, and the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 at seq) as they exist now or may be Hereafter amended together with succeeding legislation, D, Retaliation. Neither Contractor nor its employees or agents shall intimidate, coerce or take adverse action against any person for the purpose of interfering with rights secured by Federal or State laws, or because such person has filed a complaint, certified, assisted or otherwise participated in an investigation, proceeding, hearing or any other activity undertaken to enforce rights secured by Federal or State law. 20. JURISDICTION — VENUE This Agreement has been executed and delivered in the State of California and the 11 validity, interpretation, perfornxance, 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. 21, PROFESSIONAL LICENSES A. Contractor and, all of its employees and subcontractors providing services pursuant to this Agreement 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. Contractor 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. B. Contractor warrants that all Contractor physicians providing services under this Agreement are and will continue to be as long as this Agreement remains in effect, the holders of currently valid unrestricted licenses to practice medicine in the State of California. 22. COMPLIANCE WITH ALL LAWS A. Contractor shall cause all of its activities under this Agreement and all activities at the Santa Ana Detention Facility to be performed in compliance with all applicable federal, state, and local laws, ordinances, and regulations, B. All medical services will meet California Administrative Code (CAC), Title 15 - Minimuum Standards for Local Detention Facilities, National Detention Standards of Immigration and Code Enforcement Bureau as well as all other applicable laws, regulations, codes and guidelines relating to health care services and programs in adult detention facilities in the State of California. 23. MISCELLANEOUS PROVISIONS A. Contractor is, and shall at all times be deemed to be, an independent contractor, wholly responsible for the manner in which it performs the services hereunder. Contractor is entirely responsible for compensating staff and consultants employed by Contractor. This Agreement shall not be construed as creating the relationship of employer and employee, or principal and agent, between City and Contractor or any of Contractor's agents, employees or subcontractors. Contractor assumes exclusive responsibility for acts of its employees, agents or subcontractors as they relate to the services provided during the course and scope of their employment. Contractor's employees, agents or subcontractors shall not be entitled to any rights or privileges of City employees, nor be considered in any manner to be City employees. B. Neither party intends that this Agreement shall create rights hereunder in third parties, including but not limited to any subcontractors or any clients provided services hereunder. 12 C. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective pities to each of the terms of this Agreement, and shall indemnify City fitly, including reasonable costs and attorney's fees, for any injuries or danages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. D. 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 written. ATTEST: A -yam 0. MARIA D. HUIZAR Cleric of the Council APPROVED AS TO FORM: CITY OF SANTA ANA DAVID CAV City Manager SONIAt P, RV LHO NAPIICARE, INC. City ori By: a1 By; Laur1A,.8sini Jar es S. McLane Seniint ity Attorney Chief Executive Officer Tax ID# 5 8-1 823464 RECOMMENDED FOR AP VAL- CARLOS ROJAS Chief of Police 13 EXHIBIT "A" CONTRACTOR'S PROPOSAL EV RESPONSE TO RFP No, 14-034 14 EXHIBIT `B" Santa Ar ka, CA Inmate Medical Mons Tues Wed Thurs Fri. Sat Sun Hours FTE - Position Title. ay Shift Health Services Administrator / ICE Medical Liaison 8.000 8.000 8.000 8.000 8.000 40 1.000 Administrative Assistant/ Medical Records Clerk 8.000 8.000 8.000 8.000 8.000 40 1.000 Medical Director/Physician (On-call 24/7) 4.000 4 0.100 PA / NP 8.000 8.000 8.000 8.000 8.000 40 1.000 RN Charge - Intake/Sick call 8.000 8.000 8.000 8.000 8.000 8.000 8.000 56 1.400 LVN - Med Pass 16.000 16.000 16.000 16.000 16.000 16.000 16.000 112 2.800 Psychiatrist 4.000 4.000 8 0.200 Psych RN / Social Worker 8.000 8.000 8.000 8.000 8.000 8.000 8.000 56 1.400 Dentist 4.000 4 0.100 Dental Assistant 4.000 4 0.100 Evenih Shift RN Charge -Intake/Sick call 8.000 8.000 8.000 8.000 8.000 8.000 8.000 56 1.400 LVN - Med Pass 16.000 16.000 16.000 16.000 16.000 1 16.000 16.000 112 2.800 Ni IitShifE RN Charge - Intake/Sick call 8.000 8.000 8.000 8.000 8.000 8.000 8.000 56 1.400 LVN - Med Pass 8.000 8.000 8.000 8.000 8.000 1 8.000 8.000 56 1.400 Total FTEs 16.100 15 AC40R& CERTIFICATE OF LIABILITY INSURANCE 9/30/2014 OATE(MMIODIWYY) 9/17/2014 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(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Lockton Companies CONTACT 8110 E. Union Avenue Suite 700 Denver CO 80237 PHONE FA% AIC No: E-MAIL ADDRESS, INSURERS AFFORDING COVERAGE NAICM (303)414-6000 INSURER A: antll Insurance,17370 INSURER B: Sentinel Insurance Coninariv. Ltd. 71-000 Y INSURED Na hCare, Inc. 1326378 2040 Columbiana Road, Suite 4000 INSURER c: The Travelers Ins Co Accident Dept) Birmingham, AL 35216-2158 IN$DRER D INSURER E: MED EXPAn one Poison) INSURER P, COVERAGES INAPCA01 CERTIFICATE NUMBER: 11111 hU116 RFVIRIr1N NIIMRFR• vvVllvv 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. INTER LYRN TYPE OF INSURANCE AOD Sees POLICY NUMBER POLICY EFF MMIDOrrY POLICY EXP MMISDIVYYY LIMITS A X COMMERCUILGENERALLUU$ILITY CLAIMSMADE OCCUR Y N GPFPI000079PS 9/30/2013 9/30/2014 EACH OCCURRENCE I-LaM4QL-- DAMAGE TO RENTED PREMISES Ea cccuvence) $ 50000 MED EXPAn one Poison) PERSONAL S ADV INJURY $ 1,000,000 MEWL X AGGREGATE LIMIT APPLIES PER: POLICY ❑ SECT LOC GENERAL AGGREGATE $ PRODUCTS-COMP/OP AGO § OTHER: $ AUTOMOBILE LIABILITY NI N 34ULJNAQ53869/30/2013 9/30/2014 (Ea acdden0 $ X ANYAUTO BODILY INJURY (Per pomm) $ ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS AUTOSWNEO BODILY INJURY Per acddent PROPERTY DAMAGE $ XxxXxxx $XXXXXXX AUMBRELLALIAO OCCUR N N CFX[000051P5 9/30/2013 9/30/2014 EACH OCCURRENCE $ 5,000,000 X EXCESS LIAR CLAIMSMADE AGGREGATE $ 5-000000 OED RETENTION$ $ G C WORKERS COMPENSATION ANDEMPLOYERS'LIABILRY ANY PROPRIETOWARTNERTEXECUTIVE YIN OFFICER/MEMBEft EXCLUDED Y NIA N TRKUB425IB76013 TRKUB4251B760I3 9/30/2013 9/302013 9/30/2014 9/30/2014 - X STATUTE ER E.L. EACH ACCIDENT $ (Mandatory in NH) If es, desetlbe under E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L.DISEASE-POUCYLIMIT $ 1,000,000 10 OF OPERATIONS below A Professional Liability N N PFPI000098P5 9/30/2013 9/30/2014 Each Claim: $1M I Annual Agg.: $5M DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101, AddiSanal Remarks Schedula, may be aHaehad if more space Is required) RE: RFP #14-034; The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701; its officers, employees, agents, volunteers and representatives arc named as Additional Insured's with regard to General Liability if required by written contract. The politics shall not be canceled or reduced in coverage or changed in any other material aspect without 30 days prior written notice to the City. 13116944 City of Santa Ana Purcharsing Division M-16 20 Civic Center Plaza RM 429 Santa Ana CA 92701-4058 AS TO FORM Laura A. Rossini Assistant City Attorney SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ©1988 7814 ACI ACORD name and logo are registered marks of ACORD M reserved. APPROVED AS TO FOR2V1 Laara. A. Rossini Assistant City Attorney THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - AUTOMATIC STATUS WHEN REQUIRED IN AGREEMENT WITH YOU This endorsement modifies Insurance provided under the following: HEALTHCARE GENERAL LIABILITY COVERAGE FORM A. Section II — Who Is An Insured is amended to include as an additional Insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodgy injury', "property damage' or'personal and advertising injury' caused In whole or in part, 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 for the additional insured. We have no defense obligation to an additional insured except as specifically stated within this endorsement. We will defend those person(s) or organization(s) qualifying as an additional insured 1, and only if, all of the following conditions are met: 1. An insured is also a party to the'suir and we are defending the insured; 2, The allegations in the 'suit" are such that the only claims against the additional insured are claims seeking to Impose liability vicarious to the Insured's liability; 3. The allegations in the'suit" are such that no conflict exists between the interests of the insured and the interests of the additional insured; 4. The insured and the additional insured both agree that that one counsel can represent both of their interests and agree that we can assign one counsel to represent both of thea interests. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional Insured are completed. NOTHING CONTAINED HEREIN SHALL VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, PROVISIONS, REPRESENTATIONS, CONDITIONS OR AGREEMENTS OF THE POLICY OTHER THAN AS STATED ABOVE. S81.9 -0081)(e114) Indudes copyriaMed material or Insurance services ofte, Inc. with its Page 1 d i pernbslon. CERTIFICATE OF LIABILITY INSURANCE 1an7/zola THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER VIG, LLC., dba/The Vestavia Group 2090 Columbiana Road, Suite 4400 Birmingham, AL 35216 NTA T AME: PHONE I: 205-552-0244 TFa. Nu: 205-244-8072 EMAIL aDeRE INSURER(S) AFFORDING COVERAGE NAIC N INSURERA: Evanston Insurance Company INSURED NaphCare, Inc. 2090 Columbiana Road, Suite 4000 Birmingham AL 35216 INSURER B: Sentinel Insurance Company INSURERC: The Travelers Insurance Company INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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. NSR LTR TYPE OF INSURANCE ADOLSUOR POUCY NUMBER MMIDOrfYYY MMIODI YYP LIMITS A X' COMMERCIAL GENERAL LIABILITY SM903153 09/30/14 09/30/15 EACH OCCURRENCE S 1,000,000 CLAIMS MADE ZOCCUR DWAGi, 10 PEN, ED PREMISE Eaoraoenre $ 50,000 MED EXP (Any one person) S 5,000 PERSONAL S AOV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 5,000,000 POLICY PRO - ECT a LOC OTHER-. r GL PRODUCTS-COMPIOP AGG S 1,000,000 / r Ya $ B AUTOMOBILE LIABILITY 34UUNA05386 09/30114 09/30/15 COMBINED SINGLE LasnR $ 1, 00,000 Ea axirbnl BODILY INJURY (Per Person) $ XXXXXX ANY AUTO ALL OPMEO SCHEDULED AUTOS AUTOS I BODILY INJURY (Per accident) $ xxxxxx PROPERTYDAMAGE $ XXXXXX Peraaidenl NON -OWNED HIRED AUTOS AUTOS S A UMBRELLALIAB HOCCUR N N UM800160 09/30/14 09/30/15 EACH OCCURRENCE S 5,000,000 AGGREGATE S 5,000,000 EXCESS LIAB CLAIMSWADE DED I I RETENTION$ $ C YA)RKERSCOMPENSATN)N AND EMPLOYERS LIABILITY RIYIN ANY PROPRIETORIPARTNEEXECUTIVE OFFICERNEMBER EXCLUDED? y (MsodMory in NH) N TC2NUB-4251B72314 TRKUB-4251 8760-14 09/30/14 09/30/15 SPER TATUTE OR" ET - EL EACH ACCIDENT $ 100,000 E L DISEASE - EA EMPLOYE S 100,000 II yes. describeulcerDESCRIPTION OF OPERATIONS below E L DISEASE- POLICY LIMIT 8 100,000 A Professional Liability EN SM903153 09/30/14 09/30/15 Each Claim $1M Annual Agg: $5M DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (ACORO 101, AdEKlonal Remarks Schedule, may Ise attached if more space Is required) The City of Santa Ana, California, its officers, agents, employees and representatives are named as Additional Insured in regards to General Liability per attached CG 2015 11/88. Should any of the above described policies be cancelled before the expiration date, the City of Santa Ana will be mailed 30 days written notice of cancellation. City of Santa Ana Attn: Purchasing Department 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ®1988-2014 AC( 4CORD 25 (2014101) The ACORD name and logo are registered marks of ACORD Ur aa4.7✓ ION. All rights reserve ADDITIONAL INSURED ENDORSEMENT Insurance company Evanston Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy #SM903153 relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; it officers, employees, agents and representative 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 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 10/01/2014 Policy # SM903153 Issued to City of Santa Ana Name Insured this endorsement form as part of PPROVED AS TO FORM Laura A. Rossini Assistant City Attorney Countersigned by A W, Cita. Ac�Rp® CERTIFICATE OF LIABILITY INSURANCE kaa . OA10/0212015 V) 10/02/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER VIG, LLC., dbaThe Vestavia Group 2090 Columbiana Road, Suite 4400 Birmingham, AL 35216 N CT NA E: P"O"E 205-552-0244 AX Np, 205-244-8072 ADDRESS: INSURER($) AFFORDING COVERAGE NAICA INSURER A: Evanston Insurance Company "A" XV 35376 INSURED NaphCare, Inc. 2090 Columbiana Road, Suite 4000 Birmingham AL 35216 INSURERS: The Travelers Insurance Company "A+" XV 19046 INSURER C: INSURER 0: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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. ILTR TYPE OF INSURANCE ODL U R POLICY NUMBER PMfODY EP MMIDOIYYYY LIMITS A X COMMERCIAL GENERALLIABILITY CLAIMS -MADE fOCCUR N N SM909760 09/30/15 09/30/16 EACH OCCURRENCE $ 1,000,000 PREM SES Me occurrence $ 50,060 MEDEXP An ono person) $ 5,000 PERSONAL &ADV INJURY S 1,460,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY [�] PRJECT O- r7LOC OTHER: GENERAL AGGREGATE $ 5,000,000 PRODUCTS-COMP/OP AGG $ 1,000,600 $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOSULED NON -OWNED HIRED AUTOS Not Applicable CEOMBINEDt SINGLE LIMIT $ XXXXXXX BODILY INJURY (Per person) $ XXXXXXX BODILY INJURY (Per accident) $ XXXXXXX Per scolde DAMAGE $ XXXXXXX UMBRELLA LIAR EXCESS UAB OCCUR CLAIMS -MADE Not Applicable EACH OCCURRENCE $ XXXXXXX AGGREGATE S XXXXXXX DEO I I RETENTIONS $ XXXXXXX B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETDWARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? tI (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS b.I. NIA TC2NUB-42518723-15 TRKUB-4251 B760-15 09/30/15 09130/16 X STATUTE ERH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE-EAEMPLOYE $ 1,000,000 E.L. DISEASE -POLICY LIMIT I S 1,000,000 A Professional Liability Claims Made N N SM909760 09/30/15 09/30116 Each Med. Incident $1,000,000 Ann. Aggregate $5,000,000 DESCRIPTION Op OPERATIONS I LOCATIONS I VEHICLES (ACORD 1101, Additional Remarks Schedule, may be attached if more space Is required) The City of Santa Ana is named as Additional Insured as respects liability. Policies will not be cancelled or materially modified with providing thirty (30) days written notice to the City. f:FRTIFif`ATF HETI nFR OANCELLATION City of Santa Ana Attn: Purchasing Department SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE q�Gf/J�ft_ Z.Cr �-�✓ ©1988-2014 ACORD CORPORATION. All rights reseryetl. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INTERLINE POLICY NUMBER: SM -909760 MARKIr EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT - PROFESSIONAL LIABILITY (REQUIRED BY CONTRACT) This endorsement modifies insurance provided under the following: SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY INSURANCE COVERAGE PART - CLAIMS MADE COVERAGE SPECIFIED MEDICAL PROFESSIONS PROFESSIONAL LIABILITY COVERAGE PART - CLAIMS MADE COVERAGE In consideration of the premium paid, it is hereby understood and agreed that the policy is amended as follows: 1. Section The Insured is amended by the addition of the following: Whenever used in this Coverage Part, the unqualified word Insured shall also mean Additional Insured. 2. Additional Insured means, whenever used in this endorsement, the following: Any organization to whom the Named Insured is obligated by valid written contract or written agreement: a. Executed, pdorto the date of an act, error or omission in Professional Services; and b. To provide coverage as an additional insured, but only as respects Claims that arise out of the conduct of Professional Services rendered or that should have been rendered by an Insured that is not an Additional Insured and that are otherwise covered herein. 3. In the event that the Limits of Liability stated in the Declarations for this Coverage Part exceed the limits of liability required by such contract or agreement, coverage provided by this endorsement shall not exceed the limits of liability required by such contract or agreement. 4. Where no coverage shall apply herein forthe Insured which is not an Additional Insured, no coverage or defense shall be afforded to the Additional Insured. 5. Section Defense, Settlements and Claim Expenses is amended by the addition of the following: The Company's obligation to provide defense shall not be severable with respect to the Additional Insured and all other insureds hereunder. With respect to the Additional Insured and any other Insured hereunder, all Insureds shall be represented by the same attorney unless mutual representation is prohibited by law or by any applicable professional code of conduct. 6. This insurance shall be excess and non-contributory insurance over any other insurance afforded to the Additional Insured. 7. As respects the coverage afforded to the Additional Insured, Section Limits of Liability C. is deleted and replaced with the following: MESM 1008 12 13 Page 1 of 2 C. Limit of Liability -Reduction for Refusal to Settle: The Company shall not settle any Claim against the Additional Insured without the consent of the first Named Insured. If, however, such Named Insured shall refuse to consent to any settlement recommended by the Company and shall elect to contest the Claim or continue any legal proceedings in connection with such Claim, then the Company's liability for the Claim shall not exceed the amount for which the Claim could have, been so settled including Claim Expenses incurred up to the date of such refusal. Such amounts are subject to the provisions of the.above Limits of Liability A. and B. Ail other terms and conditions remain unchanged. MESM 10081213 Page 2 of 2 CERTIFICATE OF LIABILITY INSURANCE -- "� DATE(MMIDDPIYYYI 09129/2016 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 VIG, LLC., d1lalThe Vestavia Group 2030 Columbiana Road, Suite 4400 p � ," Birmingham, AL 35216 — `� °'� CONTACT NAME; PRONE 205 -552 -0244 arc No 1105-244-'072 E MAIL ADDRESS: susan,Crain veslaViagrOUp.com CNSURER'S AFFORDING - OVERAGE NAICq INSURE"- Pro Assurance Casualt COm an "A + "' XII 3'5954 A INSURED NaphCare, Inc. 2090 Columbiana load, Suite 4000 INSURER B : The Travelers Insurance Company "A'. "' X'V 19046 INSURERC: ES1B40 INSURER D. 09/30/17 INSURER E; $ 1,000,000 Birmingham AL 35216 INSURER F: COVERAGES CERTIFICATE NUMBER: 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. ILTR TYPE OF INSURANCE IN L POLICY NUMBER MMPDDY E'FF MRIIDDY EXP LIMITS A CO'MMERCLALGENERA.LLIA,BILITY PI ES1B40 09/30/16 09/30/17 EACH OCCURRENCE. $ 1,000,000 CLAIMS•MADE A I OCCUR I A PREMISES Ea occurrence . $ 50,000 MHD EXP (Any one porsor ) $ 5,000 PERSONALBADVPNJURY$ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. PRO• E GENERAL AGGREGATE $ 5,000,000 PRODUCTS - CCMPlCPAGC $ 1,000,000 POLICY JECT 0 LOC $ OTHER: AUTOMOSILELIABILITY Not Applicable CCMBIN'ED SINGLE LIMIT Ea accident $ X X.X....... ANY AUTO BODILY INJURY (Per Person) _ S , },xxxx '... OWNED SCHEDULED AUTOSONLY AUTOS BODILY INJURY (Peraccident) $ XXXXXX. HIRED NON-OWNED AUTOS ONLY AUTOS ONLY PR(IPERTYDAMAGE I Per accident $ XXXXXX. S UMBRELLALIAB OCCUR Not Applicable EACH OCCURRENCE $ XXXXXX.. EXCESS UAR ..CLAIMS-MACE AGGREGATE $ XXXXIUC DEO I RETENTIONS $. B WORKERS COMPENSATION N TC2IyIt B- 425IB723 -16 09130/16 09130/17 X STATUTE EHH AND EMPLOYERS' LIABILITY YIN 'RGPRkETORIPARTNER/EXECUTIVE TROUBA25IB760 -16 E.L. EACH ACCIDENT s ANYP OFFICEFUMEMBEREXCLUDED? ��}^+�'�� NIA E.L. DISEASE • EA EMPLOYEE S 1,000,000 Ifgys, (Mandatory describe under NMI E.L. DISEASE •POLICY LIMIT $ 1,000,000 LiESCRIPTION O OPERATIONS belovr A Professional Liability Y N ES1840 09/30/11'09/30/17 Each Med. Incide t $1,000,000 Claims Made Ann. Aggregate $5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES ( ACORD 101, Addt lonal Remarks Schedule, may attached Il�rnore apace Is required) The City of Santa Ana is named as Additional Insured as respects liability. Policies will not be Cancelled or materially modified with providing thirty (30) days written notice to the City„ f1 _,. w.a ... .. I 4HIVr,.CILL.Ft I IVI I City of Santa Ana Department ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: Purchasing Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 22^0 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVISIONS Santa Ana, CA. 92701 01 AUTHORIZ DREPRESENTATIVE dc'i rr, U/, C:c -FZ" 031988 -2015 ACCORD CORPORATION. All rights reserved. AUU110 25 (2016,103) The ACORD name and logo are registered marks of ACORD