COMPLETED BOARD ORDER�"�"�17
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No: A 11694
Authorize the Purchasing Manager for Natividad Medical Center NMC) to
execute Amendment No. 1 to the Agreement with HealthPort Technologies
LLC for Professional Management and Operation services at NMC in an
amount not to exceed $230,000 an increase of $30,000) for the period April
12, 2010 to June 30, 2011.
Upon motion of Supervisor Potter, seconded by Supervisor Armenta, and carried by those
members present, the Board hereby:
Authorized the Purchasing Manager for Natividad Medical Center NMC) to execute
Amendment No. 1 to the Agreement with HealthPort Technologies LLC for Professional
Management and Operation services at NMC in an amount not to exceed $230,000 an increase
of $30,000) for the period April 12, 2010 to June 30, 2011.
PASSED AND ADOPTED this 11th day of May, 2010, by the following vote, to wit:
AYES: Supervisors Armenta, Calcagno, Salinas, Potter
NOES: None
ABSENT: Supervisor Parker
I, Gail T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California, hereby
certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made and entered in
the minutes thereof of Minute Book 75 for the meeting on May 11, 2010.
Dated: May 13, 2010 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, St at of California
By T-
Deputy
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SIGNED BOARD REPORTX��"�$�MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: May 11, 2010 AGENDA NO.:
SUBJECT: Authorize the Purchasing Manager for Natividad Medical center NMC)
to execute Amendment #1 to the Agreement with HealthPort
Technologies LLC for Professional Management and Operation services
at NMC in an amount not to exceed $230,000 an increase of $30,000) for
the period April 12, 2010 to June 30, 2011.
DEPARTMENT: Natividad Medical Center
RECOMMENDATION:
It is recommended the Board of Supervisors authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute Amendment #1 to the Agreement with HealthPort Technologies
LLC for Professional Management and Operation services at NMC in an amount not to exceed
$230,000 an increase of $30,000) for the period April 12, 2010 to June 30, 2011.
SUMMARY/DISCUSSION:
Healthport is a consulting company that specializes in a specific field of Healthcare known as Health
Information Management. Healthport will perform what is known as a coding compliance audit,
looking at medical records and the ICD-9-CM codes applied to those accounts. Medicare pays NMC
based on these codes.
In order to avoid mischarges of Medicare payments, the US Department of Health and Human
Services, Office of Inspector General performs audits on random cases from the claims bills) they
receive from hospitals. This can result in fines and/or required improvement plans costing the
audited hospital thousands of dollars each year.
Using an outside impartial auditor to perform this coding compliance audit helps insure that billing
statements fairly represent NMC's performance to Medicare. HealthPort Technologies LLC will
provide this audit for NMC, as well as other i.e. Scanning Project Management and Training)
Health Information Management Consulting Services as needed.
OTHER AGENCY INVOLVEMENT:
The Amendment has been reviewed and approved by County Counsel, the Auditor/Controller's
office, and the Natividad Medical Center Board of Trustees.
FINANCING:
The cost for this Amendment is $30,000 and is included in the Fiscal Years 2009/10 Approved
Budget and the 2010/11 Recommended Budget. This action will not require any additional General
Fund subsidy.
Prepared by:
Sandy Losik Harry Weis
Medical Records Department Manager Chief Executive Officer
April 19, 2010
Attachments: Agreement, Amendment #1, Board Order
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AGREEMENT - HEALTHPORT TECHNO�&-�Original Agreement No or PO#. BPO153)
RENEWAL AMENDMENT NO. 1
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN HealthPort Technologies LLC AND
THE NATIVIDAD MEDICAL CENTER
FOR
Professional Management & Operation SERVICES
The parties to Professional Service Agreement, dated July 1, 2009 between the County of Monterey, on
behalf of Natividad Medical Center NMC"), and HealthPort Technologies LLC Contractor), hereby
agree to renew their Agreement No. BPO153) on the following amended terms and conditions:
1. Contractor will continue to provide NMC with the same scope of service as stated in the original
Agreement No. BPOI 53). Additionally, Contractor will provide services described on Attachment
A attached to this Amendment #1.
2. This Renewal Amendment shall become effective on April 12, 2010 and shall continue in full
force and extending the term date until June 30, 2011.
3. The total amount payable by County to Contractor under Agreement No. BPO 153) shall not
exceed the total sum of $230,000 for the full term of the Agreement and $30,000 for fiscal year
2010-2011.
4. All other terms and conditions of the Agreement shall continue in full force and effect.
5. A copy of this Amendment shall be attached to the original Agreement No. BPOI 53).
IN WITNESS WHEREOF, the parties hereto are in agreement with this Amendment and
Professional Service Agreement on the basis set forth in this document and have executed this
amendment on the day and year set forth herein.
Signature Dated 3/ISO
Printed Name JOrr/
NATIVIDAD MEDICAL CENTER
Signature
VP per'u.nc'
Title He t1~he~re / il7r~ Sr/~~
Dated
Purchasi Manager
Signature Dated
NMC CEO
Approved as to Legal Form:
Charles J. McKee, County Counsel
Stacy Saetta, Dep
Att orneys for Co my and NMC
Dated: 010
droll�~ L~.,
A d~toro~~~p~~erey
Goun~1
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AGREEMENT - HEALTHPORT TECHNO�&-�ATTACHMENT A
This amendment Amendment") amends the Agreement for Professional Services, dated July 1, 2009, between
HealthPort Technologies, LLC and Natividad Medical Center. All capitalized terms in this Amendment shall have
the meanings set forth in the Agreement.
Now, therefore, in consideration of the mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, HealthPort agrees to provide the
following additional health information management services, under the following terms and conditions:
1. Services to be Provided. The Agreement is amended by adding Auditing & Education Services to be
performed by HealthPort, as described herein.
3. Except as specifically stated in this Amendment, all other terms and conditions of the Agreement remain in
fill force and effect.
4. This Amendment is effective on April 12, 2010 and will continue concurrent with the Agreement.
Auditing & Education Services
1. Services.
a. HealthPort will provide staff to perform an audit of NMC's medical records in accordance with the ICD-
9-CM, CPT, and HCPCS official coding guidelines recognized by the American Hospital Association
AHA), the Centers for Medicare and Medicaid Services CMS), the American Medical Association
AMA), and the American Health Information Management Association AHIMA). Local payor policies
that differ with official coding guidelines will be considered only if satisfactory written policies, and an
accompanying written request from NMC in a form approved by HealthPort, are provided to HealthPort
by NMC. HealthPort will begin providing services within two weeks of receipt of appropriate logins and
authorization to access NMC's systems. In accordance with these guidelines, HealthPort will identify
and/or assess the validity of:
b. When applicable, HealthPort will analyze the resulting audit data in an effort to determine:
Financial gain/loss;
Overall coding accuracy rate;
MS-DRG and APC accuracy rate, where applicable;
Primary diagnosis accuracy rate; and
CPT code/reimbursement changes
c. Upon completion, HealthPort will submit a written report of the audit findings, including both a
summary and detailed presentation of the records reviewed, proposed coding changes, and target areas
for on-going review.
2. Staffing. All auditing and education staff provided by HealthPort will possess one or more current AHIMA
and/or AAPC credential(s) i.e., CCS, RHIA, RHIT, CPC, CPC-H, etc.) and have a minimum of five years of
relevant experience in coding, reimbursement, and/or compliance.
3. NMC Obli ations. In support of the services described herein, NMC shall:
a. No more than 10 days after execution of this Agreement, and also prior to an audit being conducted,
provide HealthPort with electronic copies of, or consistently reliable access to, the following:
Page 1 of 2
Amendment: 01/2010
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AGREEMENT - HEALTHPORT TECHNO�&-� Face sheet demographics);
Dictated notes;
Orders;
History and physical reports;
Progress notes;
Lab reports;
Emergency room records if patient came through ER);
Reports of procedures;
Operative reports,
Pathology report;
Consults;
Radiology reports;
Discharge instruction sheets Nurses);
Discharge summary if available);
UB04 Inpatient charts);
CMS/HCFA 1500 Outpatient & ED Charts);
Abstract/coding summaries;
Nurses' reports;
Medication reports; and
Other notes, including but not limited to PT, OT, ST, and any ancillary notes.
b. Prepare a sample consisting of at least 5% of, but no less than 100, medical records and associated
documentation. NMC will work with HealthPort staff to determine the categories of records to be
reviewed and the method used for selection.
4. Fees. For the services outlined herein, NMC will pay HealthPort an hourly fee of $99.00, plus any travel
expenses accrued for on-site services. All travel expenses will be paid in accordance with the Monterey
County Travel Policy. These fees will be based on the number of hours required for preparation, auditing,
and education. When requested by NMC, HealthPort will draft a scope of work for each unique auditing
assignment.
In witness whereof, the parties have caused this Amendment to be executed by their duly authorized representatives,
as evidenced by their signatures below.
TECHNOLOGIES, LLC NATIVIDAD MEDICAL CENTER
Torrey Barnhouse, o p~~{ Name: f( a
Vice President Title:
Healthcare Consulting Services
Date: 43OLIa Date:
Page 2 of 2
Amendment: 01/2010
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AGREEMENT - HEALTHPORT TECHNO�&-�Original Agreement No or PO#. B P0153)
RENEWAL AMENDMENT NO. 1
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN HealthPort Technologies LLC AND
THE NATIVIDAD MEDICAL CENTER
FOR
Professional Management & Operation SERVICES
The parties to Professional Service Agreement, dated July 1, 2009 between the County of Monterey, on
behalf of Natividad Medical Center NMC"), and HealthPort Technologies LLC Contractor), hereby
agree to renew their Agreement No. BPO153) on the following amended terms and conditions:
1. Contractor will continue to provide NMC with the same scope of service as stated in the original
Agreement No. BPO153). Additionally, Contractor will provide services described on Attachment
A attached to this Amendment # 1.
2. This Renewal Amendment shall become effective on April 12, 2010 and shall continue in full
force and extending the term date until June 30, 2011.
3. The total amount payable by County to Contractor under Agreement No. BPOI 53) shall not
exceed the total sum of $230,000 for the full term of the Agreement and $30,000 for fiscal year
2010-2011.
4. All other terms and conditions of the Agreement shall continue in full force and effect.
5. A copy of this Amendment shall be attached to the original Agreement No. BPO 153).
IN WITNESS WHEREOF, the parties hereto are in agreement with this Amendment and
Professional Service Agreement on the basis set forth in this document and have executed this
amendment on the day and year set forth herein.
Printed Name orrey 1 n hou& e-
NATIVIDAD MEDICAL CENTER
Signature
Signature
Purcha 11g Manager
1
NMC CEO
Dated 3) / o
VP 0a C)per th0Yls,
Title flf' a I heal e 0YlS LI h fl S
YV Ss
Dated
Dated
Approved as to Legal Form:
Charles J. McKee, County Counsel
By
tact' Saetta, Depu
Attorneys for County and NMC
S to t\ eal roviSIQ1ls Dated: / 2010
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AGREEMENT - HEALTHPORT TECHNO�&-�ATTACHMENT A
This amendment Amendment") amends the Agreement for Professional Services, dated July 1, 2009, between
HealthPort Technologies, LLC and Natividad Medical Center. All capitalized terms in this Amendment shall have
the meanings set forth in the Agreement.
Now, therefore, in consideration of the mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, HealthPort agrees to provide the
following additional health information management services, under the following terms and conditions:
I. Services to be Provided. The Agreement is amended by adding Auditing & Education Services to be
performed by HealthPort, as described herein.
3. Except as specifically stated in this Amendment, all other terms and conditions of the Agreement remain in
full force and effect.
4. This Amendment is effective on April 12, 2010 and will continue concurrent with the Agreement.
Auditing & Education Services
I. Services.
a. HealthPort will provide staff to perform an audit of NMC's medical records in accordance with the ICD-
9-CM, CPT, and HCPCS official coding guidelines recognized by the American Hospital Association
AHA), the Centers for Medicare and Medicaid Services CMS), the American Medical Association
AMA), and the American Health Information Management Association AHIMA). Local payor policies
that differ with official coding guidelines will be considered only if satisfactory written policies, and an
accompanying written request from NMC in a form approved by HealthPort, are provided to HealthPort
by NMC. HealthPort will begin providing services within two weeks of receipt of appropriate logins and
authorization to access NMC's systems. In accordance with these guidelines, HealthPort will identify
and/or assess the validity of:
b. When applicable, HealthPort will analyze the resulting audit data in an effort to determine:
Financial gain/loss;
Overall coding accuracy rate;
MS-DRG and APC accuracy rate, where applicable;
Primary diagnosis accuracy rate; and
CPT code/reimbursement changes
c. Upon completion, HealthPort will submit a written report of the audit findings, including both a
summary and detailed presentation of the records reviewed, proposed coding changes, and target areas
for on-going review.
2. Staffing. All auditing and education staff provided by HealthPort will possess one or more current AHIMA
and/or AAPC credential(s) i.e., CCS, RHIA, RHIT, CPC, CPC-H, etc.) and have a minimum of five years of
relevant experience in coding, reimbursement, and/or compliance.
3. NMC Obligations. In support of the services described herein, NMC shall:
a. No more than 10 days after execution of this Agreement, and also prior to an audit being conducted,
provide HealthPort with electronic copies of, or consistently reliable access to, the following:
Page 1 of 2
Amendment: 0112010
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AGREEMENT - HEALTHPORT TECHNO�&-� Face sheet demographics);
Dictated notes;
Orders;
History and physical reports;
Progress notes;
Lab reports;
Emergency room records if patient came through ER);
Reports of procedures;
Operative reports,
Pathology report;
Consults;
Radiology reports;
Discharge instruction sheets Nurses);
Discharge summary if available);
UB04 Inpatient charts);
CMS/HCFA 1500 Outpatient & ED Charts);
Abstract/coding summaries;
Nurses' reports;
Medication reports; and
Other notes, including but not limited to PT, OT, ST, and any ancillary notes.
b. Prepare a sample consisting of at least 5% of, but no less than 100, medical records and associated
documentation. NMC will work with HealthPort staff to determine the categories of records to be
reviewed and the method used for selection.
4. Fees. For the services outlined herein, NMC will pay HealthPort an hourly fee of $99.00, plus any travel
expenses accrued for on-site services. All travel expenses will be paid in accordance with the Monterey
County Travel Policy. These fees will be based on the number of hours required for preparation, auditing,
and education. When requested by NMC, HealthPort will draft a scope of work for each unique auditing
assignment.
In witness whereof, the parties have caused this Amendment to be executed by their duly authorized representatives,
as evidenced by their signatures below.
CHNOLOGIES, LLC NATIVIDAD MEDICAL CENTER
Torrey Barnhous
Vice President
Name:
Title:
Healthcare Consulting Services
Date: 3/3/ 1 D Date:
Page 2 of 2
Amendment: 0112010
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CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
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HEALTHPORT-U012
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LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
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2010-U012
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2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&-�Original Agreement No or PO#. BPO 153)
The parties to Professional Service Agreement, dated July 1, 2009 between the County of Monterey, on
behalf of Natividad Medical Center NMC"), and HealthPort Technologies LLC Contractor), hereby
agree to renew their Agreement No. BPO153) on the following amended terms and conditions:
1. Contractor will continue to provide NMC with the same scope of service as stated in the original
Agreement No. BPO153). Additionally, Contractor will provide services described on Attachment
A attached to this Amendment # 1.
2. This Renewal Amendment shall become effective on April 12, 2010 and shall continue in full
force and extending the term date until June 30, 2011.
3. The total amount payable by County to Contractor under Agreement No. BPO153) shall not
exceed the total sum of $230,000 for the full term of the Agreement and $30,000 for fiscal year
2010-2011.
4. All other terms and conditions of the Agreement shall continue in full force and effect.
5. A copy of this Amendment shall be attached to the original Agreement No. BPO 153).
IN WITNESS WHEREOF, the parties hereto are in agreement with this Amendment and
Professional Service Agreement on the basis set forth in this document and have executed this
amendment on the day and year set forth herein.
CONTRACTOR
Signature
Printed Name
Yvrre`y n hO r~S~
RENEWAL AMENDMENT NO. 1
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN HealthPort Technologies LLC AND
THE NATIVIDAD MEDICAL CENTER
FOR
Professional Management & Operation SERVICES
NATIVIDAD MEDICAL CENTER
Signature
Purchatsi
Manager
Dated
Title
V PG~ oaercrfio l7s Pae l fh uPz;
anc ih n sr VCS
Dated
Signature f j Dated
NMC CEO
Approved as to Legal Form:
Charles J. McKee, County Coury;e
Stacy Saetta, Depu
Attorneys for County and NMC
to Dated:
el
Count
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AGREEMENT-U02
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FO21330-U03
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MG86968-U03
AS86994-U03
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AI91082-U03
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DOCUMENTS-U03
5/14/2010-U04
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RUIZ-IGNACIOM-U10
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AGREEMENT - HEALTHPORT TECHNO�&-�ATTACHMENT A
This amendment Amendment") amends the Agreement for Professional Services, dated July 1, 2009, between
HealthPort Technologies, LLC and Natividad Medical Center. All capitalized terms in this Amendment shall have
the meanings set forth in the Agreement.
Now, therefore, in consideration of the mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, HealthPort agrees to provide the
following additional health information management services, under the following terms and conditions:
I. Services to be Provided. The Agreement is amended by adding Auditing & Education Services to be
performed by HealthPort, as described herein.
3. Except as specifically stated in this Amendment, all other terms and conditions of the Agreement remain in
full force and effect.
4. This Amendment is effective on April 12, 2010 and will continue concurrent with the Agreement.
Auditing & Education Services
1. Services.
a. HealthPort will provide staff to perform an audit of NMC's medical records in accordance with the iCD-
9-CM, CPT, and HCPCS official coding guidelines recognized by the American Hospital Association
AHA), the Centers for Medicare and Medicaid Services CMS), the American Medical Association
AMA), and the American Health Information Management Association AHIMA). Local payor policies
that differ with official coding guidelines will be considered only if satisfactory written policies, and an
accompanying written request from NMC in a form approved by HealthPort, are provided to HealthPort
by NMC. HealthPort will begin providing services within two weeks of receipt of appropriate logins and
authorization to access NMC's systems. In accordance with these guidelines, HealthPort will identify
and/or assess the validity of:
b. When applicable, HealthPort will analyze the resulting audit data in an effort to determine:
Financial gain/loss;
Overall coding accuracy rate;
MS-DRG and APC accuracy rate, where applicable;
Primary diagnosis accuracy rate; and
CPT code/reimbursement changes
c. Upon completion, HealthPort will submit a written report of the audit findings, including both a
summary and detailed presentation of the records reviewed, proposed coding changes, and target areas
for on-going review.
2. Staffing. All auditing and education staff provided by HealthPort will possess one or more current AHIMA
and/or AAPC credential(s) i.e., CCS, RHIA, RHIT, CPC, CPC-H, etc.) and have a minimum of five years of
relevant experience in coding, reimbursement, and/or compliance.
3. NMC Obli ations. In support of the services described herein, NMC shall:
a. No more than 10 days after execution of this Agreement, and also prior to an audit being conducted,
provide HealthPort with electronic copies of, or consistently reliable access to, the following:
Page 1 of 2
Amendment: 01/2010
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MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
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1-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
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AGREEMENT - HEALTHPORT TECHNO�& -� Face sheet demographics);
Dictated notes;
Orders;
History and physical reports;
Progress notes;
Lab reports;
Emergency room records if patient came through ER);
Reports of procedures;
Operative reports,
Pathology report;
Consults;
Radiology reports;
Discharge instruction sheets Nurses);
Discharge summary if available);
UB04 Inpatient charts);
CMS/HCFA 1500 Outpatient & ED Charts);
Abstract/coding summaries;
Nurses' reports;
Medication reports; and
Other notes, including but not limited to PT, OT, ST, and any ancillary notes.
b. Prepare a sample consisting of at least 5% of, but no less than 100, medical records and associated
documentation. NMC will work with HealthPort staff to determine the categories of records to be
reviewed and the method used for selection.
4. Fees. For the services outlined herein, NMC will pay HealthPort an hourly fee of $99.00, plus any travel
expenses accrued for on-site services. All travel expenses will be paid in accordance with the Monterey
County Travel Policy. These fees will be based on the number of hours required for preparation, auditing,
and education. When requested by NMC, HealthPort will draft a scope of work for each unique auditing
assignment.
In witness whereof, the parties have caused this Amendment to be executed by their duly authorized representatives,
as evidenced by their signatures below.
T-TI CHNOLOGIES, LLC NATIVIDAD MEDICAL CENTER
Torrey Barnhousesp? yu 5i Name:
Vice President and Ge 4 z; analter, Title:
Healthcare Consulting Services
Date: 3�//O Date:
Page 2 of 2
Amendment: 01/2010
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FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
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HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
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2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&
-�Print'Fori':.
h&% Natividad MEDICAL CENTER
COUNTY OF MONTEREY AGREEMENT FOR PROFESSIONAL SERVICES
MORE THAN 5100.000)
This Professional Services Agreement hereinafter Agreement") is made by and between Natividad
Medical Center NMC"), a general acute care teaching hospital wholly owned and operated by the County
of Monterey, which is a political subdivision of the State of California and HealthPort Technologies,
LLC hereinafter CONTRACTOR").
In consideration of the mutual covenants and conditions set forth in this Agreement, the parties agree as
follows:
1. SERVICES TO BE PROVIDED. NMC hereby engages CONTRACTOR to perform, and
CONTRACTOR hereby agrees to perform, the services described in Exhibit A in conformity with the
terms of the Agreement. The services are generally described as follows: Provide On-Site
Management & Operation Services
2. PAYMENTS BY NMC. NMC shall pay the CONTRACTOR in accordance with the payment
provisions set forth in Exhibit A, subject to the limitations set forth in this Agreement. The total amount
payable by NMC to CONTRACTOR under this Agreement shall not exceed the sum of $200,000
3. TERMS OF AGREEMENT The term of this Agreement is from JJut 1, 2009 1 to jJun 30, 2010
unless sooner terminated pursuant to the terms of this Agreement. This Agreement is of no force or
effect until signed by both CONTRACTOR and NMC and with NMC signing last and CONTRACTOR
may not commence work before NMC signs this Agreement.
4. ADDITIONAL PROVISIONS/EXHIBITS. The following attached exhibits are incorporated herein
by reference and constitute a part of this Agreement:
Exhibit A Scope of Services/Payment Provisions
Exhibit B Insurance Justification
5. PERFORMANCE STANDARDS.
5.1. CONTRACTOR warrants that CONTRACTOR and Contractor's agents, employees, and
subcontractors performing services under this Agreement are specially trained, experienced,
competent, and appropriately licensed to perform the work and deliver the services required under
this Agreement and are not employees of NMC, or immediate family of an employee of NMC.
5.2. CONTRACTOR, its agents, employees, and subcontractors shall perform all work in a safe and
skillful manner and in compliance with all applicable laws and regulations. All work performed
under this Agreement that is required by law to be performed or supervised by licensed personnel
shall be performed in accordance with such licensing requirements.
5.3. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel
necessary to carry out the terms of this Agreement, except as other wise specified in this
Agreement. CONTRACTOR shall not use NMC premises, property including equipment,
Revised NMC PSA Form over $100,000 Page 1 of 8
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40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
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AGREEMENT - HEALTHPORT TECHNO�&
-�5.03. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary
to carry out the terms of this Agreement, except as otherwise specified in this Agreement. CONTRACTOR
shall not use County premises, property including equipment, instruments, or supplies) or personnel for any
purpose other than in the performance of its obligations under this Agreement.
6. PAYMENT CONDITIONS.
6.01. CONTRACTOR shall submit to the Contract Administrator an invoice on a form acceptable to
County. If not otherwise specified, the CONTRACTOR may submit such invoice periodically or at the
completion of services, but in any event, not later than 30 days after completion of services. The invoice shall
set forth the amounts claimed by CONTRACTOR for the previous period, together with an itemized basis for
the amounts claimed, and such other information pertinent to the invoice as the County may require. The
Contract Administrator or his or her designee shall certify the invoice, either in the requested amount or in such
other amount as the County approves in conformity with this Agreement, and shall promptly submit such
invoice to the County Auditor-Controller for payment. The County Auditor-Controller shall pay the amount
certified within 30 days of receiving the certified invoice.
6.02. CONTRACTOR shall not receive reimbursement for travel expenses unless set forth in this
Agreement.
7. TERMINATION.
7.01. During the term of this Agreement, the County may terminate the Agreement for any reason by
giving written notice of termination to the CONTRACTOR at*least thirty 30) days prior to the effective date of
termination. Such notice shall set forth the effective date of termination. In the event of such termination, the
amount payable under this Agreement shall be reduced in proportion to the services provided prior to the date of
termination.
7.02. The County may cancel and terminate this Agreement for good cause effective immediately upon
written notice to CONTRACTOR. Good cause" includes the failure of CONTRACTOR to perform the
required services at the time and in the manner provided under this Agreement. If County terminates this
Agreement for good cause, the County. may be relieved of the payment of any consideration, to
CONTRACTOR, and the County may proceed with the work in any manner, which County deems proper. The
cost to the County shall be deducted from any sum due the CONTRACTOR under this Agreement.
8. INDEMNIFICATION. CONTRACTOR shall indemnify, defend, and hold harmless the County, its
officers, agents, and employees, from and against any and all elaims, liabilities; and losses whatsoever
including damages to property and injuries to or death of persons, court costs, and reasonable attorneys' fees)
occurring or resulting to any and all persons, firms or corporations furnishing or supplying work, services,
materials, or supplies in connection with the performance of this Agreement, and from any and allflaiiis
liabilities; and losses occurring or resulting to any person, firm, or corporation for damage, injury, or death
arisingout of or connected with the CONTRACTOR's performance of this Agreement, unless such elait s,
liabilities; or losses arise out of the sole negligence or willful misconduct of the County. CONTRACTOR's
performance" includes CONTRACTOR's action or inaction and the action or inaction of CONTRACTOR's
officers, employees, agents and subcontractors.
Revised PSA Form More Than $100,000 2 of 8 Project ID:
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AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
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CENTER-U07
NMC)-U07
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AMENDMENT-U07
NO.-U07
1-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
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HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
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AGREEMENT - HEALTHPORT TECHNO�&
-�9.0 INSURANCE.
9.01 Evidence of Coverage:
Prior to commencement of this Agreement, the Contractor shall provide a Certificate of
Insurance" certifying that coverage as required herein has been obtained. Individual endorsements
executed by the insurance carrier shall accompany the certificate. In addition a certified copy of
the policy or policies shall be provided by the Contractor upon request.
This verification of coverage shall be sent to the County's, Contracts/Purchasing Department,
unless otherwise directed. The Contractor shall not receive a Notice to Proceed" with the work
under this Agreement until it has obtained all insurance required and such, insurance has been
approved by the County. This approval of insurance shall neither relieve nor decrease the liability
of the Contractor.
9.02 Qualifying Insurers:
All coverage''-s, except surety, shall be issued by companies which hold a current policy holder's
alphabetic and financial size category rating of not less than A--VII, according to the current
Best's Key Rating Guide or a company of equal financial stability that is approved by the
County's Purchasing Manager.
9.03 Insurance Coverage Requirements: Without limiting CONTRACTOR's duty to indemnify,
CONTRACTOR shall maintain in effect throughout the term of this Agreement a policy or
policies of insurance with the following minimum limits of liability:
Commercial general liability insurance, including but not limited to premises and operations,
including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability,
Broadform Property Damage, Independent Contractors, Products and Completed Operations, with
a combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per
occurrence.
Exemption/Modification Justification attached; subject to approval).
Business automobile liability insurance, covering all motor vehicles, including owned, leased,
non-owned, and hired vehicles, used in providing services under this Agreement, with a combined
single limit for Bodily Injury and Property Damage of not less than $1,000,000 per occurrence.
Exemption/Modification Justification attached; subject to approval).
Workers' Compensation Insurance, if CONTRACTOR employs others in the performance of this
Agreement, in accordance with California Labor Code section 3700 and with Employer's Liability
limits not less than $1,000,000 each person, $1,000,000 each accident and $1,000,000 each
disease.
Exemption/Modification Justification attached; subject to approval).
Professional liability insurance, if required for the professional services being provided, e.g.,
those persons authorized by a license to engage in a business or profession regulated by the
California Business and Professions Code), in the amount of not less than $1,000,000 per claim
and $2,000,000 in the aggregate, to cover liability for malpractice or errors or omissions made in
the course of rendering professional services. If professional liability insurance is written on a
claims-made" basis rather than an occurrence basis, the CONTRACTOR shall, upon the
expiration or earlier termination of this Agreement, obtain extended reporting coverage tail
Revised PSA Form More Than $100,000 3 of 8 Project ID:
i
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
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EXCEED-U012
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OF-U012
$30,000)-U012
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2010-U012
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AGREEMENT - HEALTHPORT TECHNO�&
-�coverage") with the same liability limits. Any such tail coverage shall continue for at least three
years following the expiration or earlier termination of this Agreement.
Exemption/Modification Justification attached; subject to approval).
9.04 Other Insurance Requirements.
All insurance required by this Agreement shall be with a company acceptable to the County and
issued and executed by an admitted insurer authorized to transact Insurance business in the State
of California. Unless otherwise specified by this Agreement, all such insurance shall be written on
an occurrence basis, or, if the policy is not written on an occurrence basis, such policy with the
coverage required herein shall continue in effect for a period of three years following the date
CONTRACTOR completes its performance of services under this Agreement.
Each liability policy shall provide that the County shall be given notice in writing at least thirty
days in advance of any endorsed reduction in coverage or limit, cancellation, or intended non-
renewal thereof. Each policy shall provide coverage for Contractor and additional insureds with
respect to claims arising from each subcontractor, if any, performing work under this Agreement,
or be accompanied by a certificate of insurance from each subcontractor showing each
subcontractor has identical insurance coverage to the above requirements.
Commercial general liability and automobile liability policies shall provide an endorsement
naming the County of Monterey its officers, agents and emplovees as Additional Insureds with
respect to liability arising out of the CONTRACTOR'S work, including ongoing and completed
operations, and shall further provide that such insurance is primary insurance to any insurance or
self-insurance maintained by the County and that the insurance of the Additional Insureds shall
not be called upon to contribute to a loss covered by the CONTRACTOR'S insurance. The
required endorsement form for Commercial General Liability Additional Insured is ISO Form CG
20 10 11-85 or CG 20 10 10 01 in tandem with CG 20 37 10 01 2000). The required
endorsement form for Automobile Additional Insured endorsement is ISO Form CA 20 48 02 99.
Prior to the execution of this Agreement by the County, CONTRACTOR shall file certificates of
insurance with the County's contract administrator and County's Contracts/Purchasing Division,
showing that the CONTRACTOR has in effect the insurance required by this Agreement. The
CONTRACTOR shall file a new or amended certificate of insurance within five calendar days
after any change is made in any insurance policy, which would alter the information on the
certificate then on file. Acceptance or approval of insurance shall in no way modify or change the
indemnification clause in this Agreement, which shall continue in full force and effect.
CONTRACTOR shall at all times during the term of this Agreement maintain in force the
insurance coverage required under this Agreement and shall send, without demand by County,
annual certificates to County's Contract Administrator and County's Contracts/Purchasing
Division. If the certificate is not received by the expiration date, County shall notify
CONTRACTOR and CONTRACTOR shall have five calendar days to send. in the certificate,
evidencing no lapse in coverage during the interim. Failure by CONTRACTOR to maintain such
insurance is a default of this Agreement, which entitles County, at its sole discretion, to terminate
this Agreement immediately.
Revised PSA Form More Than'$100,000 4 of 8 Project ID:
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&-�10. RECORDS AND CONFIDENTIALITY.
10.01 Confidentiality. CONTRACTOR and its officers, employees, agents, and subcontractors shall
comply with any and all federal, state, and local laws which provide for the confidentiality of
records and other information. CONTRACTOR shall not disclose any confidential records or other
confidential information received from the County or prepared in connection with the performance
of this Agreement, unless County specifically permits CONTRACTOR to disclose such records or
information. CONTRACTOR shall promptly transmit to County any and all requests for
disclosure of any such confidential records or information. CONTRACTOR shall not use any
confidential information gained by CONTRACTOR in the performance of this Agreement except
for the sole purpose of carrying out CONTRACTOR's obligations under this Agreement.
10.02 County Records. When this Agreement expires or terminates, CONTRACTOR shall return to
County any County records which CONTRACTOR used or received from County to perform
services under this Agreement.
10.03 Maintenance of Records. CONTRACTOR shall prepare, maintain, and preserve all reports and
records that may be required by federal, state, and County rules and regulations related to services
performed under this Agreement. CONTRACTOR shall maintain such records for a period of at
least three years after receipt of final payment under this Agreement. If any litigation, claim,
negotiation, audit exception, or other action relating to this Agreement is pending at the end of the
three year period, then CONTRACTOR shall retain said records until such action is resolved.
10.04 Access to and Audit of Records. The County shall have the right to examine, monitor and audit
all records, documents, conditions, and activities of the CONTRACTOR and its subcontractors
related to services provided under this Agreement. Pursuant to Government Code section 8546.7,
if this Agreement involves the expenditure of public funds in excess of $10,000, the parties to this
Agreement may be subject, at the request of the County or as part of any audit of the County, to
the examination and audit of the State Auditor pertaining to matters connected with the
performance of this Agreement for a period of three years after final payment under the
Agreement.
10.05 Royalties and Inventions. County shall have a royalty-free, exclusive and irrevocable license to
reproduce, publish, and use, and authorize others to do so, all original. computer programs,
writings, sound recordings, pictorial reproductions, drawings, and other works of similar nature
produced in the course of or under this Agreement. CONTRACTOR shall not publish any such
material without the prior written approval of County.
11. NON-DISCRIMINATION. During the performance of this Agreement, CONTRACTOR, and its
subcontractors, shall not unlawfully discriminate against any person because of race, religious creed, color,
sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age
over 40), or sexual orientation, either in CONTRACTOR's employment practices or in the furnishing of
services to recipients. CONTRACTOR shall ensure that the evaluation and treatment of its employees and
applicants for employment and all persons receiving and requesting services are free of such discrimination.
CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully comply with all
federal, state, and local laws and regulations, which prohibit discrimination. The provision of services
primarily or exclusively to such target population as may be designated in this Agreement shall not be
deemed to be prohibited discrimination.
12. COMPLIANCE WITH TERMS OF STATE OR. FEDERAL GRANT. If this Agreement has been or
will be funded with monies received by the County pursuant to a contract with the state or federal
Revised PSA Fonn More Than $100,000 5 of 8 Project ID:
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&-�government in which the County is the grantee, CONTRACTOR will comply with all the provisions of said
contract, to the extent applicable to CONTRACTOR as a subgrantee under said contract, and said
provisions shall be deemed a part of this Agreement, as though fully set forth herein. Upon request, County
will deliver a copy of said contract to CONTRACTOR, at no cost to CONTRACTOR.
13. INDEPENDENT CONTRACTOR. In the performance of work, duties, and obligations under this
Agreement, CONTRACTOR is at all times acting and performing as an independent contractor and not as
an employee of the County. No offer or obligation of permanent employment with the County or particular
County department or agency is intended in any manner, and CONTRACTOR shall not become entitled by
virtue of this Agreement to receive from County any form of employee benefits including but not limited to
sick leave, vacation, retirement benefits, workers' compensation coverage, insurance or disability benefits.
CONTRACTOR shall be solely liable for and obligated to pay directly all applicable taxes, including
federal and state income taxes and social security, arising out of CONTRACTOR's performance of this
Agreement. In connection therewith, CONTRACTOR shall defend, indemnify, and hold County harmless
from any and all liability, which County may incur because of CONTRACTOR's failure to pay such taxes.
14. NOTICES. Notices required under this Agreement shall be delivered personally or by first-class, postage
pre-paid mail to the County and CONTRACTOR'S contract administrators at the addresses listed below:
FOR COUNTY:
CEO, Natividad Medical Center
Name and Title
1441 Constitution Blvd
Salinas, CA. 93906
831.755.4114
Address
FOR CONTRACTOR:
G4e-ai' a wnse4
A
f/ /1 t~ C14- 3000
N
ame and Title
Address
770- v4:5>0 /7O7
Phone Phone
15. MISCELLANEOUS PROVISIONS.
15.01 Conflict of Interest. CONTRACTOR represents that it presently has no interest and agrees not to
acquire any interest during the term of this Agreement, which would directly or indirectly conflict in
any manner or to any degree with the full and complete performance of the professional services
required to be rendered under this Agreement.
15.02 Amendment. This Agreement may be amended or modified only by an instrument in writing signed
by the County and the CONTRACTOR.
15.03 Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed
by the County and the CONTRACTOR. A waiver of any of the terms and conditions of this
Agreement shall not be construed as a waiver of any other terms or conditions in this Agreement.
15.04 Contractor. The term CONTRACTOR" as used in this Agreement includes CONTRACTOR's
officers, agents, and employees acting on CONTRACTOR's behalf in the performance of this
Agreement.
15.05 Disputes. CONTRACTOR shall continue to perform under this Agreement during any dispute.
Revised PSA Form More Than $100,000 6 of 8 Project ID:
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&-�15.06 Assignment and Subcontracting. The CONTRACTOR shall not assign, sell, or otherwise transfer its
interest or obligations in this Agreement without the prior written consent of the County. None of the
services covered by this Agreement shall be subcontracted without the prior written approval of the
County. Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the
performance of all requirements of this Agreement.
15.07 Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of the
County and CONTRACTOR under this Agreement, to the extent assignable or delegable, shall be
binding upon and inure to the benefit of the parties and their respective successors, permitted
assigns, and heirs.
15.08 Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and
local laws and regulations in performing this Agreement.
15.09 Headings. The headings are for convenience only and shall not be used to interpret the terms of this
Agreement.
15.10 Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement.
15.11 Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of
California.
15.12 Non-exclusive Agreement. This Agreement is non-exclusive and both County and CONTRACTOR
expressly reserve the right to contract with other entities for the same or similar services.
15.13 Construction of Agreement. The County and CONTRACTOR agree that each party has fully
participated in the review and revision of this Agreement and that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not apply in the
interpretation of this Agreement or any amendment to this Agreement.
15.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same Agreement.
15.15 Authori Any individual executing this Agreement on behalf of the County or the
CONTRACTOR represents and warrants hereby that he or she has the requisite authority to enter
into this Agreement on behalf of such party and bind the party to the terms and conditions of this
Agreement.
15.16 Integration. This Agreement, including the exhibits, represent the entire Agreement between the
County and the CONTRACTOR with respect to the subject matter of this Agreement and shall
supersede all prior negotiations, representations, or agreements, either written or oral, between the
County and the CONTRACTOR as of the effective date of this Agreement, which is the date that the
County signs the Agreement.
15.17 Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the
provisions of this Agreement and the Provisions of any exhibit or other attachment to this
Agreement, the provisions of this Agreement shall prevail and control.
Revised PSA Form More Than $100,000 7 of 8 Project ID:
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&-�This space is left blank, intentionally.
IN WITNESS WHEREOF, County and CONTRACTOR have executed this Agreement as of the day and
year written below.
COUNTY OF MONTEREY
By:
Date:
By:
Purchasing. Manager
/Q5
Department Head if applicable)
Date: la(~~
By:
CONTRACTOR
rzs,Business Name*
ature of Chair, President, or
Vice-President)*
i'Yt' Y GL9'Y7 fiC- r
n~su l ir~zh
By:
Date:
By:
Date:
Board of Supervisors if applicable)
Date:
By:
a( a.-~
l-f
T' Ge
V
e
t S vru>
Name and Title
W- 7101
Signature of Secretary, 4.ssr Secretary, CFO, or
Asst. Treasurer)*
e U/7 C7raZz;ni, C0
Name-and Title
Approved as to Liability Provisions
By:
Date:
Risk Management
County Board of Supervisors' Agreement Number:
Date:
*INSTRUCTIONS: If CONTRACTOR is a corporation, including limited liability and non-profit corporations, the full
legal name of the corporation shall be set forth above together with the signatures of two specified officers. If
CONTRACTOR is a partnership, the name of the partnership shall be set forth above together with the signature of a
partner who has authority to execute this Agreement on behalf of the partnership. If CONTRACTOR is contracting in an
individual capacity, the individual shall set forth the name of the business, if any, and shall personally sign the Agreement.
Approval by Risk Management is necessary only if changes are made in paragraph 8 or 9.
AApproval by County Counsel is necessary only if changes are made to the standard provisions of the PSA.
Revised PSA Form More Than $100,000 8 of 8 Project ID:
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&-�Exhibit A: Scope of Services/Payment Provisions & Formal Proposal
1. On-site Management & Operation Services
HealthPort's Consultant will provide assistant management of operations and / or supervision of staff, working
with the Health Information Management and other professional staff as deemed appropriate, and serving in an
interim capacity with the Director of Health Information Management as Assistant Director of Health
Information Management.
HealthPort Consultant will execute action items identified in initial assessment and provide an on-going
assessment of progress. Additional work items may be added to the work plan as necessary and appropriate.
HealthPort Consultant will participate in administrative meetings, committees, and task forces, as needed.
Consultant will be off duty the following holidays:
New Year's Day I day
Memorial Day I day
Independence Day 1 day
Labor Day I day
Thanksgiving-2 days
Christmas 2 days
Fee Schedule:
Management & Operations Services
On-site Interim Assistant Department Management
* Travel related expenses will be billed separately and according to county policy.
2. Exhibit B: On-site Project Management Services
Hourly Fee
$ 100.00
HealthPort's Consultant will provide oversight and management of Provider's scanning effort to include
developing workflow and best practices and reporting to the Director of the Health Information Management
department.
Consultant will be off duty the following holidays:
New Year's Day I day
Memorial Day I day
Independence Day I day
Labor Day 1 day
Thanksgiving 2 days
Christmas 2 days
Fee Schedule:
Project Management Services
Onsite Project Management Services
* Travel related expenses will be billed separately and according to county policy.
Hourly Fee
$ 75.00
Page 1 of 8
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&-�March 31, 2009
Steven Beaucaire
Project Manager
Natividad Medical Center
1441 Constitution Blvd.
Salinas, CA 93906
Dear Mr. Beaucaire,
Thank you for all your time, attention and courtesy which you have extended to HealthPort to
discuss your facility's challenges and opportunities. We are honored and appreciate the
opportunity to propose our customized Healthcare Consulting Services to help you address the
issues you face. Our services are designed to meet and exceed your expectations at all levels
with peerless service and support.
This document will serve as a formal proposal to outline those services which have been
derived from our previous conversions and discussions. The scope of work, terms, and
conditions are all set forth herein and are valid for a period of 90 days from the date of this
proposal.
This proposal comprises four segments:
1. An Executive Summary that highlights the critical issues of the facility and solution
HealthPort is prepared to provide.
2. Detailed information on the components, scope of work and estimated return on
investment of the proposed HealthPort solution.
We are prepared and excited with anticipate of potentially serving you. I am certain once you
have had an opportunity to review this proposal you will conclude that HealthPort is thoroughly
competent and completely qualified to address your facility's special requirements.
On behalf of all of us at HealthPort, thank you for the opportunity to share our services, it would
be an honor to serve you.
Sincerely,
Jeffrey R. Johnston
Regional Director Western Region
Page 2 of 8
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&-�EXECUTIVE SUMMARY
Summary of Critical Issues:
Natividad Medical Center NMC) has a current need for an Assistant Director of Health
Information Services as well as a Project Manager to lead, direct and oversee all aspect of a
large digitization project comprised of both a day-forward and back-scan project. For this
project, HealthPort is proposing an Assistant DHIM to support the current DHIM Sandy Losik)
and a Project Manager to lead and direct all operations associated with the Digitization Project
Scanning Project.)
Proposed Solution:
In our view, NMC requirements can be realized by selecting carefully two qualified persons, an
Assistant DHIM and a Project Manager for the Scanning Project. Our proposed solution is that
HealthPort will provide a qualified temporary help to realize and exceed your expectations for
both responsibilities. The assigned professionals will provide exemplary management and
leadership skill sets to service these two specific needs.
Pricing Summary:
Our On-Site" Assistant DHIM Services are valued at $100 per hour and our On-Site" Project
Management Services are valued at $75 per hour for the term of the agreement.
Next Step:
A general business agreement document attached end of this document) would need to be
established then we are ready to begin work immediately.
PROPOSED HEALTHPORT SOLUTIONS
The need for quality health information is a constant" in this exceptionally competitive
healthcare market. The importance of an effective and efficient HIM department is vital for the
overall timely delivery of critical information. As you embark on continued improvement at NMC,
HealthPort stands ready to serve, support, protect and improve the flow of the precious
information your patients have entrusted you with. HealthPort is the company to generate
exemplary HIM support, at both the Directorship level and Project Management level.
As mentioned in the Executive Summary section, our Interim DHIM Assistant would be available
to offer overall operational support for the department which would generally include organizing
department workflow and activities, meet DNFB goals along with all quality initiatives and
document reimbursement policies. We would suggest this begin immediately with the Project
Management position to follow.
Page 3 of 8
L
I
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&-�Proposed Solution: HealthPort's Assistant DH!M Management Service
An experienced, credentialed Interim Manager from HealthPort can oversee all aspects of your
HIM Department including transcription, coding and other vital department functions. Value of
services is $100 per hour for term of agreement.
More specific summary of the critical issues would include: but not limited to)
Guidance for HIM staff to include, clerical, coding, transcription, release of information
for your HIM Department.
Discharged not final billed and accounts receivable monitoring and guidance.
JCAHO compliance and preparedness by attending appropriate committees, and being
involved with record review.
Policy and Procedure maintenance, updates revisions etc.
Hospital Statistics when necessary
Provide weekly dashboards with goals and involve HIM staff in the setting of and
meeting goals process
HIPAA privacy and security guidance
Monitor productivity and set standards, implement best practices.
Monitor workflow and watch for bottlenecks
Help to keep the morale of the HIM staff up during the transition
And any other services the DHIM would ask the Assistant DHIM to perform.
Further examples of potential duties but not limited to):
1. Work directly with the Director of HIM to help plan, organize and supervise the multi-shift
operations of the Medical Records Department
2. Assist where needed in the leadership on all compliance policies, procedures and quality
assurance standards, work with the Director. Work to development and finalize the
policies, procedures and quality assurance standards and supervise where needed.
3. Help with all phases of the selection, hiring, training, development, performance and
performance review of staff. Provide leadership and disciplinary action associated with
developing. staff as needed.
4. Work with other departments and staff including physicians) to improve Health
Information Department interconnected work processes.
5. Supervise and conduct research and special studies to analyze policies, guidelines,
systems and techniques as designated by DHIM.
6. Prepare or supervise a variety of records, statistics and correspondence as seen fit by
DHIM.
7. Assist in evaluating staff, equipment and supplies and prepare recommendations to
DHIM. Oversee supplies, equipment and maintenance for areas of responsibility.
Page 4 of 8
BIB]
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U02
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FO85769-U03
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RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
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LLC-U012
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OPERATION-U012
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AT-U012
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AN-U012
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TO-U012
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$230,000-U012
AN-U012
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OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&-�8. Work with physicians regarding resolution of incomplete charts, explanation of medical
records policies and procedures regarding problem solving and proper chart completion.
9. EHR transition assistance and preparation, imaging systems, selection and
implementation, medical record purges, loose filing and analysis of backlogs. Our
Assistant DHIM has extensive working knowledge of the On-Base Software system.
Summary of Benefits of HealthPort's Assistant DHIM:
Smooth integration of manual or electronic systems
Fill staff departure voids
Manage volume fluctuations
Eliminate chronic departmental backlogs
Improve access to patient records
HealthPort offers complete HIM Services, including a detailed analysis of the current HIM
operations and a' high-level evaluation of flow of medical record information. The assessment
will be completed utilizing a HIM consultant with at least 20 years of experience with high-level
management of HIM operations and improvements. Below is a complete list of available HIM
Services:
HIM Contracted Solutions: Our expertise in HIM Contracted Outsourcing) Solutions is the
answer to your staffing shortages, improving your DNFB, EHR implementation and enhancing
efficiencies through application of best practices.
HIM Operational Assessment: Our HIM Operational Assessment provides an overview of your
current HIM processes with a comparison to best practices. In addition, the assessment
includes customized recommendations for improvements to your facility.
Electronic Health Record EHR) Assessment and Implementation: We provide expertise and
assistance to organizations as they move from paper-based to the electronic health record. Our
consultants have experience with diverse imaging and online documentation systems.
Interim Management: A seasoned HIM professional from our staff will provide progressive
leadership and expertise to your health information/medical record function.
Joint Commission: Be prepared for your upcoming Joint Commission survey with our HIM Joint
Commission preparation gap analysis. Our Joint Commission consulting team has more than 10
years experience assisting hospitals before, during and after surveys. Our consultants
participate in an average of at least 3 Joint Commission surveys per year.
HIPAA Security Risk Assessment: Our assessment includes identification of potential risks and
vulnerabilities to the confidentiality, integrity and availability of electronically protected health
information.
Page 5 of 8
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
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DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
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MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&-�Unbilled Management: We provide an assessment of your unbilled accounts receivable coding
issues. We can also provide implementation of the assessment finding including training for
your staff or provide a qualified HIM professional to act as the interim unbilled specialist.
Proposed Solution: HealthPort's Project Manager-- Project Scanning Leadership
An experienced, skilled, knowledgeable Project Manager is made available by HealthPort to
oversee all aspects of your digitization project. Strong working knowledge of your project is
helpful as well as a comprehensive understanding of your On-Base Software solution. Project
Management services of this type and with these skills sets, is valued at $75 per hour for term
of agreement.
The Project Manager would be responsible for all aspects pertaining to overseeing and leading
the production process of converting old records back-scan images) as well as your Day-
Forward scanned images into the On-Base" Software System. This leadership position would
direct the activities of your local scanning people to accomplish the goals established in the
vision of converting your hospital from a paper driven system to an electronic system is in the
most effective and efficient manner.
More specific summary of the critical issues would include: but not limited to)
The Project Manager will provide direction, plan, organize and direct the work of a. large
group of hospital Health Information Management HIM) staff engaged in the digitization
project.
The Project Manager will spend time to schedule and supervision all assigned staff on
the project.
The Project Manager will have an understanding of all modern office methods and
procedures as well as office supplies, materials, and equipment needed for the project.
Prepare reports and correspondence independently utilizing a wide knowledge of
vocabulary, grammar, and spelling
Learn and apply specific laws, rules, and office policies and procedures of NMC
Speak and write effectively
Analyze situations accurately and take effective action
Establish and maintain effective working relationships with those contacted in the course
of work
Further examples of potential duties but not limited to):
1. Coordinates HIM activities with other related functional units to evaluate and
improve assigned activities.
2. Plans, organizes and supervises assigned staff or work units of the scanning
operations of the Health Information Management department; schedules, develops,
trains, and gives instruction; makes effective recommendations for hire.
3. Performs employee evaluations, provides performance improvement and
recognition, document performance deficiencies, recommends and initiates
disciplinary actions.
Page 6 of 8
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
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PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&-�4. Supervises the monitoring of compliance to policies, procedures, productivity and
quality assurance standards; works with the Director in the development, finalization
and approval of standard operating procedures for the scanning project.
5. Recommends changes to HIM systems and procedures based on Federal, State,
HIPAA regulations, and Joint Commission standards.
6. Interprets HIM departmental policy and complex standard operating procedures to
subordinate staff; translates general instructions from technical and administrative
sources into detailed operating procedures and instructs staff in their use.
7. Provides information to the public, NMC medical staff and NMC personnel regarding
the business of the scanning project.
8. Assists in evaluation of equipment and supply needs and prepares recommendations
to the Director; oversees provision of supplies and maintenance of equipment for the
scanning project.
9. Works directly with the Director regarding resolution of incomplete charts,
explanation of health information management procedures, and related problem
solving.
10. Conducts and/or attends staff meetings.
11. Performs other related duties as assigned.
Confidentiality
HP requires all abstraction professionals to have signed Confidentiality Statements on file.
Each consultant may further sign a confidentially statement specific to contracting you're your
facility. It is agreed and understood that information concerning the business of your healthcare
facility or information relating to its business, operations, patients, staff or internal processes
shall be treated as confidential. HealthPort, its employees or agents are bound to not divulge,
disclose, or communicate in any manner any confidential or protected information to any third
party without prior written consent of your facility. Any violation of confidentiality as defined in
herein shall be considered a material violation of this agreement.
Both healthcare facility and HealthPort take reasonable security precautions, at least as great
as the precautions taken to protect each their own confidential information but in no event less
than reasonable care, to keep confidential the information of the other party. Each party may
disclose confidential information or materials only to their respective employees or consultants
on a need-to-know basis. Each party shall execute appropriate written agreements with its
employees and consultants sufficient to enable it to comply with all provisions of this agreement.
HIPAA Compliance
All protected health information" as defined by the Health Insurance Portability and
Accountability Act of 1996 HIPAA) shall be governed exclusively according to the following
HIPAA Assurances: To comply with the Health Insurance Portability and Accountability Act of
1996 HIPAA), the parties agree to certain additional terms and conditions as identified in the
HIPAA Business Associate Agreement, mutually executed by both parties before
commencement of project duties and incorporated herein by reference.
i
Page 7 of 8
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&-�Terms and Conditions:
o Healthcare facility agrees to pay HealthPort for consultant's travel expenses, including
lodging, car mileage and meals.
o Pricing is subject to change based on, instructions from customer; however, services for the
Assistant' DHIM are valued at $100 per hour and $75 per hour for the Project Manager
position for the term of the agreement: Note: Only two positions are recommended not 3-4
as pero.urconference call).
o All pricing on this proposal will be good for 90 days.
o Healthcare Facility agrees to pay HealthPort per County of Monterey standards. Payments
will be mailed to:
HealthPort
PO Box 409669
Atlanta, GA 30384
Page 8 of 8
BIB]
40312-U01
AGREEMENT-U02
U02
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LI21329-U03
FO21330-U03
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AN-U012
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2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&-�BUSINESS ASSOCIATE AGREEMENT
This Agreement, hereinafter referred to as Agreement", is made effective May 1, 2009 by and between
the County of Monterey, a political subdivision of the State of California, on behalf of Natividad Medical
Center, hereinafter referred to as Covered Entity", and HealthPort Technologies, LLC hereinafter referred to
as Business Associate", individually, a Party" and collectively, the Parties").
WITNESSETH:
WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability
Act of 1996, Public Law 104-191, known as the Administrative Simplification provisions," direct the
Department of Health and Human Services to develop standards to protect the security, confidentiality and
integrity of health information; and
WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and
Human Services has issued regulations modifying 45 CFR Parts 160 and 164 the HIPAA Privacy Rule"); and
WHEREAS, the State of California has enacted statutes designed to safeguard patient privacy including,
without limitation, the Confidentiality of Medical Information Act CMIA"), California Civil Code 56 etseq.,
Senate Bill 541, enacted September 30, 2008, and Assembly Bill 211, enacted September 30, 2008; and
WHEREAS, the parties acknowledge that California law may include provisions more stringent and
more protective of the confidentiality of health information than the provisions of HIPAA; and
WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business
Associate will provide certain services to Covered Entity, hereby referred to as the Service Agreement" and,
pursuant to such arrangement, Business Associate may be considered a business associate" of Covered Entity as
defined in the HIPAA Privacy Rule and under California law; and
WHEREAS, Business Associate may have access to Protected Health Information as defined below) in
fulfilling its responsibilities under such arrangement;
THEREFORE, in consideration of the Parties' continuing obligations under the Service Agreement,
compliance with the HIPAA Privacy Rule, compliance with California law, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of
this Agreement in order to address the requirements of the HIPAA Privacy Rule and California law and to protect
the interests of both Parties.
1. DEFINITIONS
Except as otherwise defined herein, any and all capitalized terms in this Section shall have the definitions set forth
in the HIPAA Privacy Rule. In the event of an inconsistency between the provisions of this Agreement and
mandatory provisions of the HIPAA Privacy Rule, as amended, the HIPAA Privacy Rule shall control. In the
event of an inconsistency between the provisions of this Agreement and mandatory provisions of CMIA or other
California law, California law shall control. Where provisions of this Agreement are different than those
mandated in the HIPAA Privacy Rule and California law, but nonetheless are permitted by the HIPAA Privacy
Rule and California law, the provisions of this Agreement shall control.
The tern Protected Health Information" means individually identifiable health information including, without
limitation, all information, data, documentation, and materials, including without limitation, demographic,
Revised 12-26-08
BIB]
40312-U01
AGREEMENT-U02
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LI21329-U03
FO21330-U03
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AN-U012
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PERIOD-U012
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2010-U012
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30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&-�medical and financial information, that relates to the past, present, or future physical or mental health or condition
of an individual; the provision of health care to an individual; or the past, present, or future payment for the
provision of health care to an individual; and that identifies the individual or with respect to which there is a
reasonable basis to believe the information can be used to identify the individual.
Business Associate acknowledges and agrees that all Protected Health Information that is created or received by
Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio
recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or
received by Business Associate on Covered Entity's behalf shall be subject to this Agreement.
II. CONFIDENTIALITY REQUIREMENTS
a) Business Associate agrees:
i) to access, use, or disclose any Protected Health Information solely: 1) for meeting its
obligations as set forth in any agreements between the Parties evidencing their business relationship or 2)
as required by applicable law, rule or regulation, or by accrediting or credentialing organization to whom
Covered Entity is required to disclose such information or as otherwise permitted under this Agreement,
the Service Agreement if consistent with this Agreement the HIPAA Privacy Rule, and California law),
the HIPAA Privacy Rule, or California law and 3) as would be permitted by the HIPAA Privacy Rule
and California law if such use or disclosure were made by Covered Entity;
ii) at termination of this Agreement, the Service Agreement or any similar documentation
of the business relationship of the Parties), or upon request of Covered Entity, whichever occurs first, if
feasible, Business Associate will return or destroy all Protected Health Information received from or
created or received by Business Associate on behalf of Covered Entity that Business Associate still
maintains in any form and retain no copies of such information, or if such return or destruction is not
feasible, Business Associate will extend the protections of this Agreement to the information and limit
further access, uses, and disclosures to those purposes that make the return or destruction of the
information not feasible; and
iii) to ensure that its agents, including a subcontractor, to whom it provides Protected Health
Information received from or created by Business Associate on behalf of Covered Entity, agrees to the
same restrictions and conditions that apply to Business Associate with respect to such information. In
addition, Business Associate agrees to take reasonable steps to ensure that its employees' actions or
omissions do not cause Business Associate to breach the terms of this Agreement.
b) Notwithstanding the prohibitions set forth in this Agreement, Business Associate may use and
disclose Protected Health Information as follows:
i) if necessary, for the proper management and administration of Business Associate or to
carry out the legal responsibilities of Business Associate, provided that as to any such disclosure, the
following requirements are met:
A) the disclosure is required by law; or
B) Business Associate obtains reasonable assurances from the person to whom the
information is disclosed that it will be held confidentially and accessed, used, or further disclosed
only as required by law or for the purpose for which it was disclosed to the person, and the person
notifies Business Associate of any instances of which it is aware in which the confidentiality of
the information has been breached, within five calendar days of discovering said breach of
confidentiality;
ii) for data aggregation services, if to be provided by Business Associate for the health care
operations of Covered Entity pursuant to any agreements between the Parties evidencing their business
relationship. For purposes of this Agreement, data aggregation services means the combining of
Protected Health Information by Business Associate with the protected health information received by
Revised 12-26-08
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
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5/14/2010-U04
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14950-U05
1-U06
AUTHORIZE-U07
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NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
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AMENDMENT-U07
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1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�& -�Business Associate in its capacity as a business associate of another covered entity, to permit data
analyses that relate to the health care operations of the respective covered entities.
c) Business Associate will implement appropriate safeguards to prevent access to, use of, or
disclosure of Protected Health Information other than as permitted in this Agreement. The Secretary of
Health and Human Services shall have the right to audit Business Associate's records and practices
related to use and disclosure of Protected Health Information to ensure Covered Entity's compliance with
the terms of the HIPAA Privacy Rule. Business Associate shall report to Covered Entity any access, use,
or disclosure of Protected Health Information which is not in compliance with the terms of this
Agreement of which it becomes aware within five calendar days of discovering such improper access,
use, or disclosure. In addition, Business�Associate agrees to mitigate, to the extent practicable, any
harmful effect that is known to Business Associate of a use, disclosure, or access of Protected Health
Information by Business Associate in violation of the requirements of this Agreement.
III. AVAILABILITY OF PHI
Business Associate agrees to make available Protected Health Information to the extent and in the manner
required by Section 164.524 of the HIPAA Privacy Rule. Business Associate agrees to make Protected Health
Information available for amendment and incorporate any amendments to Protected Health Information in
accordance with the requirements of Section 164.526 of the HIPAA Privacy Rule. In addition, Business
Associate agrees to make Protected Health Information available for purposes of accounting of disclosures, as
required by Section 164.528 of the HIPAA Privacy Rule.
IV. TERMINATION
Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this
Agreement and the Service Agreement immediately if Covered Entity determines that Business Associate has
violated any material term of this Agreement. If Covered Entity reasonably believes that Business Associate will
violate a material term of this Agreement and, where practicable, Covered Entity gives written notice to Business
Associate of such belief within a reasonable time after forming such belief, and Business Associate fails to
provide adequate written assurances to Covered Entity that it will not breach the cited term of this Agreement
within a reasonable period of time given the specific circumstances, but in any event, before the threatened breach
is to occur, then Covered Entity shall have the right to terminate this Agreement and the Service Agreement
immediately, and seek injunctive and/or declaratory relief in a court of law having jurisdiction over Business
Associate.
V. MISCELLANEOUS
Except as expressly stated herein, in the HIPAA Privacy Rule, or under California law, the parties to this
Agreement do not intend to create any rights in any third parties. The obligations of Business Associate under this
Section shall survive the expiration, termination, or cancellation of this Agreement, the Service Agreement and/or
the business relationship of the parties, and shall continue to bind Business Associate, its agents, employees,
contractors, successors, and assigns as set forth herein.
This Agreement may be amended or modified only in a writing signed by the Parties. No Party may assign its
respective rights and obligations under this Agreement without the prior written consent of the other Party. None
of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship
between the Parties other than that of independent parties contracting with each other solely for the purposes of
effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business
relationship. This Agreement will be governed by the laws of the State of California. No change, waiver or
Revised 12-26-08
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�& -�discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of
performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other
occasion.
The parties agree that, in the event that any documentation of the parties, pursuant to which Business Associate
provides services to Covered Entity contains provisions relating to the use or disclosure of Protected Health
Information which are more restrictive than the provisions of this Agreement, the provisions of the more
restrictive documentation will control. The provisions of this Agreement are intended to establish the minimum
requirements regarding Business Associate's use and disclosure of Protected Health Information.
In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect. In addition,
in the event a party believes in good faith that any provision of this Agreement fails to comply with the then-
current requirements of the HIPAA Privacy Rule or California law, such party shall notify the other party in
writing. For a period of up to thirty days, the parties shall attempt in good faith to address such concern and
amend the terms of this Agreement, if necessary to bring it into compliance. If, at the conclusion of such thirty-
day period, a party believes in good faith that the Agreement still fails to comply with the HIPAA Privacy Rule or
California law, then either party has the right to terminate this Agreement and the Service Agreement upon
written notice to the other party. Neither party may terminate this Agreement without simultaneously terminating
the Service Agreement, unless the parties mutually agree in writing to modify this Agreement or immediately
replace it with a new Business Associate Agreement that fully complies with the HIPAA Privacy Rule and
California law.
Business Associate acknowledges that Natividad Medical Center NMC) has established a Corporate Compliance
Program, and under this program NMC has developed a Code of Conduct Manual to provide guidance in the
ethical and legal performance of our professional services. Business Associate further agrees to abide by all
principles stated in the Code of Conduct while conducting business with Natividad Medical Center. A copy of the
Code of Conduct & Principles of Compliance is available upon request.
above.
Title:
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written
Date: f a)
Title: VP & GM, Healthcare Consulting Services
Date: f(-7 f bT
Revised 12-26-08
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�& -�A DE CERTIFICATE OF LIABILITY INSURANCE 11/2 /2
Page 1 of 3 009
PRODUCER 877-945-7378 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Willis Insurance Services of Georgia, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
26 Century Blvd. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
P. 0. Box 305191
Nashville, TN 37230-5191 INSURERS AFFORDING COVERAGE NAIC#
INSURED CT Technologies Holdings, LLC INSURERA: One Beacon America Insurance Company 20621-004
Healthport Technologies, LLC
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120 Bluegrass Valley Pkwy INSURERC:
Alpharetta, GA 30005
INSURER 0:
INSURER E:
COVERAGES
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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR OD'
NSR
TYPE OF INSURANCE
POLICY NUMBER POLICY EFFECTIVE
DATE MIDDIYYW POLICY EXPIRATION
DATE MMIDD/YYYY
LIMITS
A GENERALLIABILITY 717009870 6/1/2009 6/1/2010 EACHOCCURRENCE $ 3-000,000
X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED
PREMISES occurence) en
Is 110001000
CLAIMSMADE OCCUR MEDEXP Anyone person) Is 10,000
PERSONAL 8 ADV INJURY $ 11000,000
GENERAL AGGREGATE $ 2,000,000
GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG S 2,000,000
X POLICY PRO-
JECT LOC
A AU TOMOBILE LIABILITY 717009870 6/1/2009 6/1/2010 COMBINED SINGLE LIMIT
X ANY AUTO Ea accident) $ 1,000,000
ALLOWNEDAUTOS
BODILY INJURY
$
SCHEDULED AUTOS Perperson)
HIREDAUTOS BODILY INJURY
$
NON-OWNED AUTOS Per accident)
PROPERTY DAMAGE
$
Per accident)
GARAGE LIABILITY AUTO ONLY- EA ACCIDENT S
ANYAUTO OTHERTHAN EAACC $
AUTO ONLY: AGG $
EXCESS /UMBRELLA LIABILITY EACH OCCURRENCE S
OCCUR 0 CLAIMS MADE AGGREGATE S
DEDUCTIBLE $
RETENTION $ $
H WORKERS COMPENSATION
004WK00046 6/1/2009 6/1/2010 CC
X TRYLIMTTS %TN
AND EMPLOYERS
LIABILITY YIN
ANY PROPRIETORIPARTNER/EXECUTIVE? E.L. EACH ACCIDENT S 11000,000
D?
OFFICER/MEMBER EXCLUDE
Mandatory In NH) E.L. DISEASE EA EMPLOYEE $ 11000,000
Ilyyos, describe under
SPECIAL PROVISIONS below E.L. DISEASE POLICY LIMIT It 1 000 000
A OTHERCommercial Property 717009870 6/1/2009 6/1/2010 $ 7,360,000 Building Coverage
$22,234,584 BPP incl. Computer Prop
$ 4,000,000 Blnket Earnings/Expense
DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS
THIS VOIDS AND REPLACES PREVIOUSLY ISSUED CERTIFICATE DATED: 7/6/2009 WITH ID: 12780050
See attached:
CERTIFICATE HOLDER
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3 0 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Natividad Medical Center
Attn: Contracts Manager REPRESENTATIVES.
1441 Constitution Blvd. AUTHORIZED REPRESENTATIVE
Salinas, CA 93906
CANCELLATION to days notice of caacellaticn for non-payment of praaiom
ACORD 25 2009/01) Call 2870090 Tpl:944574 Cert:133, 08 1 1.088-2009 ACCORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�& -�Willis CERTIFICATE OF LIABILITY INSURANCE page 2 of 3 11/24DAT~
/2009
PRODUCER 877-945-7378 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Willis Insurance Services of Georgia, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
26 Century Blvd. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
P. O. Box 305191
Nashville, TN 37230-5191 INSURERS AFFORDING COVERAGE NAIC#
INSURED CT Technologies Holdings, LLC INSURERA: One Beacon America Insurance Company 20621-004
Healthport Technologies, LLC
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llo
t
ller
Ci
K
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INSURERS: Sarta Insurance Company
20613-091
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on
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120 Bluegrass Valley Pkwy INSURERC:
Alpharetta, GA 30005
INSURER D:
INSURER E:
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
Error & Omissions:
Policy No. 027180329
Policy Period: 7/01/2009 7/01/2010
Carrier: American International Specialty Lines Insurance Co.
Limits: Tech Liab sublimit: $5,000,000
Misc. Prof Liab sublimit: $5,000,000
Security/Privacy Liab sub: $5,000,000
Media Liab sublimit: $5,000,000
Applicable SIR of $100,000 for E&O Coverage.
It is agreed that County of Monterey, its officers, agents and employees are included as
Additional Insureds as respects to General Liability, when required by written contract
It is further agreed that such insurance as is afforded shall be Primary and Non-contributory with
any other insurance in force for or which may be purchased by Additional Insureds.
Coll:2870090 Tpl:944574 Cert:13390008
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�& -�SCHEDULE 1
Effective 06/01/2009 this schedule forms apart of Policy No. 717-00-98-70-0000
At the time stated In the policy)
Issued to
CT TECHNOLOGIES HOLDINGS,LLC
See ASC 00 11 01 98, Schedule 1)
Producer: WILLIS OF NEW YORK, INC.
byOneBeacon America Insurance Company
Named Insured
CT TECHNOLOGIES HOLDINGS,LLC
HEALTHPORT TECHNOLOGIES, LLC
HEALTHPORT, INC.
CT TECHNOLOGIES INTERMEDIATE HOLDINGS,
INC.
SMART HOLDINGS CORP.
SHS HOLDINGS, LLC
CHARTONE HEALTH, LLC
3 4-01-0039 06/25/2009 CAT CPW PR 1.000
ASC 001101 98 INSURED POLICY SCHEDULE
Page 1 of 1
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&!-� POLICY CHANGE 4
Effective 06/01/2009 this endorsement forms apart ofPolicyNo. 717-00-98-70-0000
At the time stated in the policy)
issued to
CT TECHNOLOGIES HOLDINGS,LLC
See ASC 00 11 01 98, Schedule 1)
925 NORTHPOINT PKWY STE 350
ALPHARETTA, GA 30005-0000
Producer: WILLIS OF NEW YORK, INC.
byOneBeacon America Insurance Company
In Accordance with this Policy Change Your Premium is Revised as follows:
No Change in Premium
This Policy Change Amends the Following Policy Provisions:
Liability Declarations ASC 00 05 01 98
Amend Form(s):
VCG 205 02 05 VANTAGE FOR GENERAL LIABILITY
Automobile Declarations, ACA 01 07 91
Amend Form(s):
VCA 201 01 09 VANTAGE FOR AUTOMOBILE N/A SC)
3 4-01-0039 07/22/2009 CAT CPW PR 1.000
ASC 0010 01 98 MANUSCRIPTED POLICY CHANGE
Page 1 of 1
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&"-�THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
VANTAGE FOR GENERAL LIABILITY
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provi-
sions to determine the extent of your coverage.
SCHEDULE OF COVERAGE EXTENSIONS
1. Additional Insured Broad Form Vendors 8. Broadened Property Damage Rented Premises
2. Additional Insured by Contract, Agreement or 9. Coverage Territory Worldwide
Permit relating to: 10. Duties in Event of Occurrence, Claim or Suit
o Work performed by you 11. Expected or Intended Injury PD)
o Premises you own, rent, lease or occupy 12. Incidental Medical Malpractice
o Equipment you lease 13. Medical Payments
3. Aggregate Limit Per Location 14. Mobile Equipment Redefined
4. Blanket Waiver of Subrogation 15. Newly Acquired or Formed Organizations
5. Bodily Injury Redefined- Mental Anguish 16. Non-Owned Aircraft
6. Broadened Named Insured 17. Non-Owned Watercraft
7. Broadened Property Damage 18. Personal and Advertising Injury
o Borrowed Equipment 19. Product Recall Expense
o Customers' Goods
o Use of Elevators 20. Supplementary Payments Increased Limits
1. ADDITIONAL INSURED BROAD FORM VENDORS
Section II Who Is An Insured is amended to Include as an additional insured any person(s) or organization(s)
referred to below as vendor) with whom you agreed in a written contract or agreement to provide insurance,
but only with respect to bodily injury" or property damage" arising out of your products" which are distributed
or sold in the regular course of the vendor's business, subject to the following additional exclusions:
a. This provision 1. does not apply to:
1)
5)
7)
2) Any express warranty unauthorized by you;
3) Any physical or chemical change in the product made intentionally by the vendor;
4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the
Bodily injury" or property damage" for which the vendor is obligated to pay damages by reason of the
assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages
that the vendor would have in the absence of the contract or agreement;
6) Demonstration, installation, servicing or repair operations, except such operations performed at the
substitution of parts under instructions from the manufacturer, and then repackaged in the original
container;
Any 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 the products;
8) Bodily injury" or property damage" arising out of the sole negligence of the vendor for its own acts or
omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does
not apply to:
a) The exceptions contained in Subparagraphs 4. or 6.; or
b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally un-
dertakes to make in the usual course of business, in connection with the distribution or sale of the prod-
ucts.
vendor's premises in connection with the sale of the product;
Products which, after distribution or sale by you, have been labeled or relabeled or used as a container,
part or ingredient of any other thing or substance by or for the vendor; or
VCG 205 02 05 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 7
Copyright 2004, OneBeacon Insurance Group
MANUSCRIPTED
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
APRIL-U012
12,-U012
2010-U012
TO-U012
JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&#-�9) Any person or organization if the products-completed operations hazard" is excluded either by the pro-
visions of the Coverage Form or by endorsement.
b. This insurance does not apply to any insured person or organization, from whom you have acquired such
products, or any ingredient, part or container, entering into, accompanying or containing such products.
2. ADDITIONAL INSURED CONTRACT, AGREEMENT OR PERMIT
a. Section 11 Who Is An Insured is amended to include as an additional insured any person(s) or organiza-
tion(s) with whom you agreed in a written contract, written agreement or permit to provide insurance such
as is afforded under this Coverage Part, but only with respect to liability for bodily injury", property dam-
age" or personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or
omissions of those acting on your behalf:
1. In the performance of your work" for the additional insured(s) at the location designated in the contract,
agreement or permit; or
2. In the maintenance, operation or use of equipment leased to you by such person(s) or organization(s),
or
3. In connection with premises you own, rent, lease or occupy.
This insurance applies on a primary or primary and non-contributory basis if that is required in writing by the
contract, agreement or permit.
b. The insurance provided to the additional insured herein is limited. This insurance does not apply:
1. Unless
a) the written contract, agreement or permit is currently in effect or becomes effective during the term
of this policy; and
b) the contract or agreement was executed or permit issued prior to the bodily injury", property dam-
age", or personal and advertising injury";
2. To any person or organization included as an insured under the Additional Insured Broad Form Ven-
dors provision of this endorsement;
3. To any person or organization included as an insured by an endorsement issued by us and made part
of this Coverage Part;
4. To any person or organization if the bodily injury", property damage", or personal and advertising in-
jury" arises out of the rendering of or failure to render any professional architectural, engineering or
surveying services by or for you including:
a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports,
surveys, field orders, change orders or drawings and specifications; or
b) Supervisory, inspection, architectural or engineering activities.
5. To any:
a) Lessor of equipment after the equipment lease expires; or
b) Owners or other interests from whom land has been leased; or
c) Managers or lessors of premises if:
1) The occurrence" takes place after you cease to be a tenant in that premises; or
2) The bodily injury", property damage", personal and advertising injury" arises out of structural
alterations, new construction or demolition operations performed by or on behalf of the man-
ager or lessor.
6. To bodily injury, or property damage" occurring after:
a) All work on the project other than service, maintenance or repairs) to be performed by or on be-
half of the additional insured at the site of the covered operations has been completed; or
b) That portion of your work" out of which the injury or damage arises has been put to its intended
use by any person or organization other than another contractor or subcontractor engaged in per-
forming operations for a principal as part of the same project.
c. Limits of Insurance applicable to the additional insured are those specified in the contract, agreement or
permit or in the Declarations of this policy, whichever is less, and fix the most we will pay regardless of the
number of:
1. Insureds;
VCG 205 02 05
Page 2 of 7 Inckides copyrighted material of Insurance Services Office, Ina
Copyright 2004, OneBeacon Insurance Group
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
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AMOUNT-U012
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$230,000-U012
AN-U012
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OF-U012
$30,000)-U012
PERIOD-U012
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2010-U012
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JUNE-U012
30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&$-�2. Claims made or suits" brought; or
3. Persons or organizations making claims or bringing suits".
These Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown in the Decla-
rations.
3. AGGREGATE LIMIT PER LOCATION
a. Under Section III Limits of Insurance, the General Aggregate Limit applies separately to each of your
locations" owned by or rented or leased to you.
b. Under Section V Definitions, the following definition is added:
Location" means premises involving the same or connecting lots, or premises whose connection is in-
terrupted only by a street, roadway, waterway or right-of-way of a railroad.
4. BLANKET WAIVER OF SUBROGATION
Section IV- Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following:
We will waive any right of recovery we may have against any person or organization because of payments we
make for injury or damage arising out of your ongoing operations done under a written contract or agreement
with that person or organization and included in your work" or the products-completed operations hazard".
This waiver applies only to persons or organizations with whom you have a written contract, executed prior to
the bodily injury" or property damage", that requires you to waive your rights of recovery.
5. BODILY INJURY REDEFINED MENTAL ANGUISH
Under Section V the definition of bodily injury" is replaced by the following:
Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or
death resulting from any of these at any time.
6. BROADENED NAMED INSURED
Section II Who Is An Insured is amended to include as an insured the following:
Any organization which is a legally incorporated entity in which you own a financial interest of more than 50
percent of the voting stock on the effective date of this endorsement will be a Named Insured until the 180th day
or the end of the policy period, whichever comes first, provided there is no other similar insurance available to
that organization.
The insurance afforded herein does not apply to any entity which is also an insured under another policy or
would be an insured under such policy but for its termination or the exhaustion of its limits of insurance.
7. BROADENED PROPERTY DAMAGE BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF
ELEVATORS
The insurance for property damage" liability is subject to the following:
a. The Damage To Property exclusion under Section I Coverage A is amended as follows:
1. The exclusion for personal property in the care, custody or control of the insured does not apply to
property damage" to equipment you borrow while at a job site and provided It is not being used by
anyone to perform operations at the time of loss.
2. The exclusions for
a) Property loaned to you;
b) Personal property in the care, custody or control of the insured; and
c) That particular part of any property that must be restored repaired or replaced because your
work" was incorrectly performed on it
do not apply to property damage" to customers' goods" while on your premises nor do they apply to
property damage" arising from the use of elevators at premises you own, rent, lease or occupy.
Subject to the Each Occurrence Limit, the most we will pay for property damage" to Customers'
Goods" is $25,000 per occurrence".
b. Under Section V Definitions, the following definition is added:
Customers' Goods" means goods of your customer on your premises for the purpose of being:
1. Repaired; or
2. Used in your manufacturing process.
c. The insurance afforded by this provision is excess over any other valid and collectible property insurance
including any deductible) available to the insured whether such insurance is primary, excess, contingent or
VCG 205 02 05 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 7
Copyright 20134, One8eacon Insurance Group
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
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14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
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NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
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AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
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INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
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2010-U012
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30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&%-�on any other basis. Any payments by us will follow the Other Insurance Excess provisions in the COM-
MERCIAL GENERAL LIABILITY CONDITIONS.
8. BROADENED PROPERTY DAMAGE RENTED PREMISES
a. In the Damage To Property exclusion under Section I Coverage A, the exclusion for property damage" to:
Property you own, rent or occupy;
does not apply to real property you rent or temporarily occupy with permission of the owner.
b. In Section III- Limits Of Insurance, the Damage To Premises Rented To You Limit is amended as follows:
Subject to the Each Occurrence Limit, $500,000 is the most we will pay under Coverage A for damages
because of property damage" to any one premises while rented to you or occupied by you with permission
of the owner. If any amount other than $500,000 is shown in the Declarations as the Damage To Premises
Rented To You Limit, the amount shown in the Declarations will replace $500,000 as the Limit of Insurance
provided for this coverage.
c. The insurance afforded by this Provision 8. is excess over any other valid and collectible property insurance
including any deductible) available to the insured whether such insurance is primary, excess, contingent or
on any other basis. Any payments by us will follow the Other Insurance Excess Insurance provisions in the
COMMERCIAL GENERAL LIABILITY CONDITIONS.
9. COVERAGE TERRITORY WORLDWIDE
The definition of coverage territory" is replaced by the following:
Coverage territory" means anywhere. However, the insured's responsibility to pay damages must be
determined in a settlement we agree to or in a suit" on the merits brought within the United States of
America including its territories and possessions), Puerto Rico or Canada.
10. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT
Section IV Duties In The Event Of Occurrence, Claim or Suit is amended by adding the following paragraphs:
a. The requirements that you must
1. notify us of an occurrence" offense, claim or suit" and
2. send us documents concerning a claim or suit"
apply only when such accident" claim, suit" or loss" is known to:
1. You, if you are an individual;
2. A partner, if you are a partnership;
3. An executive officer of the corporation or insurance manager, if you area corporation; or
4. A manager, if you are a limited liability company.
b. The requirement that you must notify us as soon as practicable of an occurrence" or an offense that may
result in a claim does not.apply if you report an occurrence" to your workers compensation insurer which
later develops into a liability claim for which coverage is provided by this policy. However, as soon as you
have definite knowledge that the particular occurrence" is a liability claim rather than a workers compensa-
tion claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condi-
tion.
11. EXPECTED OR INTENDED INJURY PROPERTY DAMAGE)
The Expected Or Intended Injury exclusion under Coverage A Bodily Injury and Property Damage is
replaced by:
Bodily injury" or property damage" expected or intended from the standpoint of the insured: This exclusion
does not apply to bodily injury" or property damage" resulting from the use of reasonable force to protect
persons or property.
12. INCIDENTAL MEDICAL MALPRACTICE- EMPLOYED PHYSICIANS, NURSES, EMT'S AND PARAMEDICS
a. Under Section 11 Who Is An Insured the paragraph that excludes an employee or volunteer worker as in-
sured for bodily injury" or personal and advertising injury" arising out of his or her providing or failing to
provide professional health care services does not apply to a physician, dentist, nurse, emergency medical
technician or paramedic employed by you if you are not engaged in the business or occupation of providing
medical, paramedical, surgical, dental, x-ray or nursing services.
Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc. VCG 205 02 05
Copytht2004, One Beacon Insurance Group
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
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AMOUNT-U012
TO-U012
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$230,000-U012
AN-U012
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PERIOD-U012
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AGREEMENT - HEALTHPORT TECHNO�&&-�b. The insurance afforded by this provision is excess over any other valid and collectible insurance whether
such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the
Other Insurance- Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS.
13. MEDICAL PAYMENTS INCREASED LIMITS AND TIME PERIOD
a. In the Insuring Agreement under Coverage C Medical Payments, the requirement that expenses are in-
curred and reported to us within one year of the date of the accident is changed to three years.
b. The Medical Expense Limit is $10,000 per person or the amount shown in the Declarations as the Medical
Expense Limit, whichever is greater.
c. This provision 13. does not apply if Coverage C Medical Payments is otherwise excluded either by the
provisions of the Coverage Form or by endorsement.
14. MOBILE EQUIPMENT SELF-PROPELLED SNOW REMOVAL, ROAD MAINTENANCE AND STREET
CLEANING EQUIPMENT
The following is added to the mobile equipment" definition:
Vehicles maintained primarily for purposes other than the transportation of persons or cargo that are self-
propelled vehicles of less than 1,000 pounds gross vehicle weight with the following types of permanently
attached equipment will be considered mobile equipment":
a. Snow removal;
b. Road maintenance, but not construction or resurfacing; or
c. Street cleaning.
15. NEWLY FORMED OR ACQUIRED ORGANIZATIONS
Under Section II Who Is An Insured, the time period limitation for newly acquired or formed organizations is
replaced by:
Coverage under this provision is afforded only until the end of the current policy period.
16. NON-OWNED AIRCRAFT
a. The Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage
Liability does not apply to an aircraft that is:
1. Hired, chartered or loaned with a paid crew; and
2. Not owned by any insured.
b. The insurance afforded by this provision 16. Is excess over any other valid and collectible insurance
including any deductible or Self Insured Retention) available to the insured, whether such insurance is pri-
mary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance Ex-
cess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS.
17. NON-OWNED WATERCRAFT
a. Section II Who Is An Insured is amended to include as an insured for any watercraft that is covered by
this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use
of a watercraft. However, no person or organization is an insured with respect to:
1. Bodily injury" to a co-"employee" of the person operating the watercraft; or
2. Property damage" to property owned by, rented to, in the charge of or occupied by you or the em-
ployer of any person who is an insured under this provision.
b. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Prop-
erty Damage Liability, the limitation on the length of a watercraft is increased to 51 feet.
c. The insurance afforded by this provision 17. is excess over any other valid and collectible insurance
including any deductible or Self Insured Retention) available to the insured, whether such insurance is pri-
mary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance Ex-
cess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS.
18. PERSONAL AND ADVERTISING INJURY
The following is added to the definition of personal and advertising injury":
Discrimination because of race, color, creed, national origin, age, sex or physical disability, where insurance
therefore is not prohibited by law, but only if such discrimination is:
VCG 20502 05 Includes copyrighted material of Insurance Services Office, Inc. Page 5 of 7
Copyright 2004, OneBeacon Insurance Group
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
SERVICES-U012
AT-U012
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AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$230,000-U012
AN-U012
INCREASE-U012
OF-U012
$30,000)-U012
PERIOD-U012
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12,-U012
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30,-U012
2011.-U012
AGREEMENT - HEALTHPORT TECHNO�&'-�a. not done intentionally by or at the direction of:
1) the insured; or
2) any executive officer, director, stockholder, partner or member of the insured staff; and
b. not directly or indirectly related to the employment, prospective employment or termination of employment
of any person or persons by any insured.
The insurance afforded under this provision does not apply to fines or penalties, or that portion of any award or
judgment caused by trebling or multiplication of actual damages under state or federal law.
This provision does not apply if Coverage B Personal and Advertising Injury Liability is otherwise excluded
either by the provisions of this Coverage Form or by any endorsement.
19. PRODUCT RECALL EXPENSE
a. With respect to this Provision 19., the Recall Of Products, Work Or Impaired Property exclusion under
Coverage A Bodily Injury And Property Damage Liability is deleted.
b. The following is added to Section III Limits Of Insurance section:
1. The Limits of Insurance shown in the Product Recall Schedule and rules below fix the most we will pay
regardless of the number of
a) Insureds;
b) Covered recalls" initiated; or
c) Number of your products" recalled.
2. The Product Recall Aggregate Limit is the most we will reimburse you for the sum of all product recall
expenses" incurred for all covered recalls" initiated during the policy period.
3. Subject to 2. above, the Each Product Recall Limit is the most we will reimburse you for the sum of all
product recall expenses" arising out of any one covered recall" for the same defect or deficiency.
Products Recall Schedule
Limits of Insurance
Product Recall Aggregate $50,000
Limit
Each Product Recall Limit
$25,000
The Limits of Insurance for this coverage apply separately to each consecutive annual period and to any
remaining period of less than 12 months, starting with the beginning of the policy period shown in the Decla-
rations, unless the policy period is extended after issuance for an additional period of less than 12 months.
In that case, the additional period will be deemed part of the last preceding period for the purposes of de-
termining the Limits of Insurance.
c. The following is added to the Duties In The Event Of Occurrence, Offense, Claim Or Suit provision
under Section IV Conditions:
You must see to it that the following are done in the event of an actual or anticipated covered recall" that
may result in product recall expense":
1. Give us prompt notice of any discovery or notification that your product" must be withdrawn or recalled. In-
clude a description of your product" and the reason for the withdrawal or recall;
2. Cease any further release, shipment, consignment or any other method of distribution of like or similar
products until it has been determined that all such products are free from defects that could be a cause of
loss under this insurance;
3. As often as may be reasonably required, permit us to inspect your product" that demonstrates the need for
the covered recall" and permit us to examine your books and records. Also permit us to take damaged and
undamaged samples of your products" for inspection, testing and analysis; and permit us to make copies
from your books and records;
4. Send us a signed, sworn, proof of loss containing the information we requested to settle the claim. You
must do this within 60 days after our request. We will supply you with the necessary forms; and
5. Permit us to examine any insured under oath, while not in the presence of any other insured and at such
times as may reasonably be required, about any matter relating to this insurance or your claim, including an
insured's books and records. In the event of an examination, an insured's answers must be signed.
Page 6 of 7 Includes copyrghlad material of Insurance Services Office, Inc. VCG 205 02 05
Copyright2004, OneBeacon Insurance Group
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
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TO-U07
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NO.-U07
1-U07
TO-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
5/3/2010-U011
AGREEMENT-U012
HEALTHPORT-U012
TECHNOLOGIES-U012
LLC-U012
PROFESSIONAL-U012
MANAGEMENT-U012
OPERATION-U012
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AGREEMENT - HEALTHPORT TECHNO�&(-�d. The following definitions are added to the Definitions Section:
1. Covered recall" means a recall made necessary because the insured or a government body has deter-
mined that a known or suspected defect, deficiency, inadequacy or dangerous condition in your product"
has resulted in or will result in bodily injury" or property damage".
2. Product Recall Expense" means:
a) The following necessary and reasonable expenses you incur exclusively for the purpose of recalling
your product":
1) For communications, including radio or television announcements or printed advertisements
including stationery, envelopes and postage;
2) For shipping the recalled products from any purchaser, distributor or user to the place or places
designated by you;
3) For remuneration paid to your regular employees" for necessary overtime;
4) For hiring additional persons, other than your regular employees";
5) Incurred by employees", including transportation and accommodations;
6) To rent additional warehouse or storage space; or
7) For disposal of your products", but only to the extent that specific methods of destruction other
than those employed for trash discarding or disposal are required to avoid bodily injury" or
property damage" as a result of such disposal, but
product recall expenses" does not include costs of regaining your market share, goodwill, revenue or profit.
b) Product Recall Expense" does not include any expenses resulting from:
1) Failure of any product to accomplish its intended purpose;
2) Breach of warranties of fitness, quality, durability or performance;
3) Loss of customer approval, or any cost incurred to regain customer approval;
4) Redistribution or replacement of your product" which has been recalled by like products or substi-
tutes;
5) Caprice or whim of the insured;
6) A condition likely to cause loss of which any insured knew or had reason to know at the inception of
this insurance; and
7) Recall of your products" that have no known or suspected defect solely because a known or sus-
pected defect in another of your products" has been found
20. SUPPLEMENTARY PAYMENTS INCREASED LIMITS
In the SUPPLEMENTARY PAYMENTS CoveragesA and B provision:
a. The limit for the cost of bail bonds is amended to $2,500; and
b. The limit for reasonable expenses incurred by the insured" is amended to $500 a day.
VCG 205 02 05 includes oopyrighIed material of Insurance Services Office, Inc. Page 7 of 7
Copyright 2004, OneBeacon Insurance Group
BIB]
40312-U01
AGREEMENT-U02
U02
HEALTHPORT-U02
TECHNOLOGIES-U02
LI21329-U03
FO21330-U03
FO85769-U03
FO86930-U03
MG86968-U03
AS86994-U03
AS86995-U03
AI91082-U03
DO91362-U03
C1-U03
GENERAL-U03
DOCUMENTS-U03
5/14/2010-U04
RIVASR-U04
14950-U05
1-U06
AUTHORIZE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
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CENTER-U07
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AGREEMENT - HEALTHPORT TECHNO�&)-�THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
VANTAGE FOR AUTOMOBILE
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provi-
sions to determine the extent of your coverage.
SCHEDULE OF COVERAGE EXTENSIONS
1. Additional Insured By Contract 12. Employee Hired Autos
2. Airbag Discharge 13. Fellow Employee Exclusion
3. Auto Theft Reward 14. Glass Repair- Waiver of Deductible
4. Blanket Waiver of Subrogation 15. Hired Auto Physical Damage Coverage
5. Bodily Injury Redefined Mental Anguish 16. Lease Gap Coverage
6. Broad Form Named Insured 17. Liability Coverage Supplementary Payments
7. Communications Equipment 18. Newly Formed or Acquired Organizations
8. Diminution in Value 19. Physical Damage Transportation Expenses
9. Drive Other Car Executive Officers 20. Rental Reimbursement Private Passenger
10. Duties In The Event of Accident, Claim, Suit or Loss Vehicles
11. Employees As Insureds 21. Towing Any Covered Auto
1. ADDITIONAL INSURED BY CONTRACT
The Who Is An Insured provision under SECTION Il LIABILITY COVERAGE is amended to include as an
additional insured" any person or organization with whom you agreed in a written contract, written agreement
or permit, to provide insurance such as is afforded under this Coverage Form. Such person or organization is
an insured" only with respect to liability for bodily injury" or property damage" caused, in whole or in part by
your maintenance, operation or use of your covered autos".
With respect to the insurance afforded to these additional insureds", this insurance does not apply:
a. Unless the written contract or agreement has been executed or the permit has been issued prior to the
bodily injury" or property damage";
b. To any person or organization included as an insured" by endorsement or in the Declarations; or
c. To any lessor of autos" when their contractor agreement with you for such leased auto" ends.
2. AIRBAG DISCHARGE
If you purchased physical damage coverage for a covered auto" under this policy, we will pay to reset or re-
place an airbag that accidentally discharges without the vehicle being involved in an accident. No deductible
applies to this additional coverage. However, this coverage only applies if the airbag is not covered under a
manufacturer's warranty and you did not intentionally cause the airbag to discharge.
3. AUTO THEFT REWARD
We will pay up to a $2,000 reward in the event of a covered loss, for information leading to the arrest and con-
viction of anyone stealing a covered auto". A reward will not be paid to you, a family member, employee or any
public official while performing their duty.
4. BLANKET WAIVER OF SUBROGATION
The Transfer Of Rights of Recovery Against Others To Us condition under SECTION IV BUSINESS
AUTO CONDITIONS, paragraph A. LOSS CONDITIONS is replaced by the following:
We will waive any right of recovery we may have against any person or organization because of payments we
make for injury or damage arising out of the operation of a covered auto" when you have assumed liability for
such bodily injury" or property damage" under an insured contract", provided the contract is in writing and
executed prior to the bodily injury" or property damage".
5. BODILY INJURY REDEFINED MENTAL ANGUISH
The definition of bodily injury" under SECTION V DEFINITIONS is replaced by the following:
Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or
death resulting from any of these at any time.
VCA 201 01 09 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 5
Copyright 2004, OneBeacon Insurance Group
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AGREEMENT - HEALTHPORT TECHNO�&*-�6. BROAD FORM NAMED INSURED
a. The Who Is An Insured provision under SECTION 11- LIABILITY COVERAGE is amended to include the
following:
Any organization which is a legally incorporated entity in which you own a financial interest of more than
50% of the voting stock on the effective date of this Coverage Form will be a Named Insured until the 180`h
day or the end of the policy period whichever comes first, provided there is no other similar insurance avail-
able to that organization.
b. Paragraph a. of this provision 6. does not apply to bodily injury" or property damage" for which an
insured" is also an insured" under any other automobile policy or would be an insured" under such a pol-
icy, but for its termination or the exhaustion of its Limit of Insurance.
7. COMMUNICATIONS EQUIPMENT
a. The exclusion for electronic equipment under Exclusions of SECTION III PHYSICAL DAMAGE COVER-
AGE does not apply to loss of any permanently installed, non-removable communications equipment de-
signed for use as a:
1. Citizen's band radio;
2. Two-way mobile radio or telephone;
3. Scanning monitor receiver; or
4. GPS Navigation System,
including its antenna and other accessories.
b. No Deductible applies to this additional coverage.
c. The most we will pay for this coverage is $5,000 per occurrence.
8. DIMINUTION IN VALUE
The diminution in value" exclusion under SECTION III PHYSICAL DAMAGE COVERAGE, B. Exclusions
does not apply if the covered auto" is a private passenger auto" and is leased, rented, hired or borrowed with-
out a driver for a period of 30 days or less and is used in the conduct of the insured's business. The most we will
pay for loss" arising out of an accident" is the lesser of $7,500 or 20% of the actual cash value of the auto" as
determined by Kelley Blue Book or other independent valuation sources.
9. DRIVE OTHER CAR EXECUTIVE OFFICERS
a. The Who Is An Insured provision under SECTION II LIABILITY COVERAGE is amended to include:
If you are designated in the Declarations as:
1. An individual; you and your spouse.
2. A partnership; your partners and their spouses.
3. An organization other than an individual or a partnership; your executive officers" and their spouses.
b. SECTION 11 LIABILITY COVERAGE and SECTION III PHYSICAL DAMAGE COVERAGE are extended
to include autos" you don't own, hire, lease or borrow while in the care, custody or control of an insured"
listed in 9.a. This does not include any auto":
1. Owned by any insured" listed in 9.a., or any member of their household, including any such auto" that
is owned but not insured;
2. Used by an insured" listed in 9.a. while working in the business of selling, servicing, repairing or parking
autos; or
3. Insured under another policy of insurance.
If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory
coverages required by the governing jurisdiction are covered on this policy, then insureds listed in 9.a.
above and family members residing in the same households are insureds" while:
1. Occupying as a passenger; or
2. A pedestrian when struck by,
any auto" you do not own, hire, lease or borrow, except any auto" owned by that insured" listed in 9.a,
their family members or an auto" insured under any other policy.
c. The limits and deductibles applicable to this provision will be the largest applicable to any owned auto" for
the specific insurance.
Page 2 of 5 Includes copyrighted material of Insurance Services Office, Inc. VCA 201 01 09
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AGREEMENT - HEALTHPORT TECHNO�&+-�d. The following definition is added to the DEFINITIONS section of the policy:
Executive officer" means a person holding any of the officer positions created by your charter, constitu-
tion, by-laws or any similar governing document.
e. The Other Insurance Condition, under Section IV BUSINESS AUTO CONDITIONS, does not apply to
the provisions of this Drive Other Car endorsement. There is no other insurance" applicable to this en-
dorsement.
10. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS
Under SECTION IV BUSINESS AUTO CONDITIONS the Duties In The Event Of Accident, Claim, Suit Or
Loss Condition is amended as follows:
The requirements that you must:
a. Notify us of an accident", claim, suit" or loss"; and
b. Send us documents concerning a claim or suit",
apply only when such accident", claim, suit" or loss" is known to:
a. You, if you are an individual;
b. A partner, if you are a partnership;
c. An executive officer of the corporation or insurance manager, if you are a corporation; or
d. A manager, if you are a limited liability company.
11. EMPLOYEES AS INSUREDS
The Who Is An Insured provision under SECTION II LIABILITY COVERAGE is changed by adding the fol-
lowing:
Any employee" of yours while using a covered auto" you don't own, hire or borrow in your business or your
personal affairs. This coverage is excess over any other collectible insurance.
12. EMPLOYEE HIRED AUTOS
The following is added to the Who Is An Insured Provision:
An employee" of yours is an insured" while operating an auto" hired or rented under a contact or agreement
in that employee's" name, with your permission, while performing duties related to the conduct of your busi-
ness.
For purposes of this coverage grant, paragraph 5.b. of the Other Insurance Condition in the Business Auto
Coverage Form is replaced by the following:
b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered autos" you own:
1. Any covered auto" you lease, hire, rent or borrow; and
2. Any covered auto" hired or rented by your employee" under a contract in that individual employee's"
name, with your permission, while performing duties related to the conduct of your business.
However, any auto" that is leased, hired, rented or borrowed with a driver is not a covered auto".
This coverage is excess over any other collectible insurance.
13. FELLOW EMPLOYEE EXCLUSION
The Fellow Employee exclusion under SECTION II LIABILITY COVERAGE does not apply if the bodily in-
jury" results from the use of a covered auto" you own or hire. This coverage is excess over any other insur-
ance.
14. GLASS REPAIR WAIVER OF DEDUCTIBLE
Under paragraph D. Deductible of SECTION III PHYSICAL DAMAGE COVERAGE, the following is added:
No deductible applies to glass damage if the glass is repaired rather than replaced.
15. HIRED AUTO PHYSICAL DAMAGE COVERAGE
If hired autos" are covered autos" under SECTION II LIABILITY COVERAGE and if Comprehensive,
Specified Causes of Loss, or Collision coverages are provided under this policy for any auto" you own, then
SECTION III PHYSICAL DAMAGE COVERAGE is extended to autos" you hire, subject to the following limit:
The most we will pay for loss" to any hired auto" is the lesser of:
a. $75,000 for autos" of the private passenger type and $50,000 for all other autos";
VCA 201 01 09 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 5
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AGREEMENT - HEALTHPORT TECHNO�&,-�I
b. The actual cash value; or
c. The cost of repairing or replacing it with other property of like kind or quality.
The deductible will be equal to the largest deductible applicable to any owned auto" for that coverage. No de-
ductible applies to loss" caused by fire or lightning.
Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest
coverage applicable to any covered auto" you own.
We will also cover loss of use of the hired auto" if the following conditions are met:
a. It results from an accident;
b. You are legally liable; and
c. The lessor incurs an actual financial loss.
The most we will pay for this loss of use coverage is $1,000 per accident".
16. LEASE GAP COVERAGE
Under paragraph C. Limit of Insurance of SECTION III PHYSICAL DAMAGE COVERAGE, the following is
added:
If a covered auto" is leased, we will also pay the difference between the actual cash value of a covered auto"
at the time of loss" and the remaining balance on your lease if the following conditions are met:
a. The auto" has a long term lease and is covered on this policy.
b. The lessor is added as an Additional Insured in a written lease agreement.
c. You are legally obligated for the remaining balance.
We will not pay for any amounts representing excess wear and tear charges; additional mileage charges; taxes;
overdue payments; penalties, interest or charges resulting from overdue payments; or lease termination fees.
17. LIABILITY COVERAGE EXTENSIONS SUPPLEMENTARY PAYMENTS
Under SECTION II LIABILITY COVERAGE, the Coverage Extension for Supplementary Payments is revised
as follows:
a. The limit for the cost of bail bonds is amended to $3,500.
b. The limit for reasonable expenses incurred by the insured" is amended to $500 a day.
18. NEWLY FORMED OR ACQUIRED ORGANIZATIONS
a. The Who Is An Insured provision under SECTION Il LIABILITY COVERAGE is amended to include as
an insured" any organization that is formed or acquired by you and over which you maintain majority own-
ership.
b. Paragraph a. of this provision 18. does not apply to any organization:
1. That is a joint venture or partnership;
2. That is an insured" under any other policy;
3. That has exhausted its Limit of Insurance under any other policy; or
4. 180 days or more after its acquisition or formation by you, unless you have given us notice of the acqui-
sition or formation.
c. Paragraph a. of this provision 18. does not apply to bodily injury" or property damage" that results from an
accident" that occurred before you formed or acquired the organization.
19. PHYSICAL DAMAGE TRANSPORTATION EXPENSES COVERAGE
Under SECTION III PHYSICAL DAMAGE Coverage Extensions, the limit for Transportation Expenses is
amended to $75 per day and the maximum is amended to $2,250.
20. RENTAL REIMBURSEMENT
We will pay for rental reimbursement expenses incurred by you for the rental of an auto" of the private passen-
ger type because of loss" to a covered auto" of the private passenger type. Payment applies in addition to the
otherwise applicable amount of each coverage you have on a covered auto". No deductibles apply to this coverage.
We will pay those expenses incurred during the policy period beginning 24 hours after the loss" and ending,
regardless of the policy's expiration, six 6) days after the loss".
Page 4 of 5 Includes copyrighted material of Insurance Services Office, Inc.
Copyright 2004, OneBeacon Insurance Group
VCA 201 01 09
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AGREEMENT - HEALTHPORT TECHNO�&--�Payment is limited to the lesser of the following amounts:
1. Necessary and actual expenses incurred.
2. The maximum daily payment of $25 for any one day.
This coverage does not apply while there are spare or reserve autos" available to you.
If loss" results from the total theft of the private passenger auto", we will pay under this coverage only that
amount of your rental reimbursement expenses which is not already provided for under the PHYSICAL DAM-
AGE COVERAGE Extension.
21. TOWING COVERED AUTOS
Under SECTION III PHYSICAL DAMAGE COVERAGE, Coverage for Towing is amended as follows:
a. This coverage applies to any covered auto" for which a premium charge for towing and labor is shown in
the Schedule or in the Declarations.
b. The limit is $100.
VCA 201 01 09 Includes copyrighted material of Insurance Services Office, Inc. Page 5 of 5
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