COMPLETED BOARD ORDER AND AME
(�22
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No. A-12015
Authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute Amendment No.
1 to the Agreement with Databank IMX for Software
License and Maintenance Services at NMC in an
amount not to exceed $229,563.65 in the aggregate
and $143,123.65 for the period July 1, 2011 to
December 31, 2014
Upon motion of Supervisor Salinas, seconded by Supervisor Calcagno, 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 Databank IMX for Software
License and Maintenance Services at NMC in an amount not to exceed
$229,563.65 in the aggregate and $143,123.65 for the period July 1, 2011 to
December 31, 2014.
PASSED AND ADOPTED on this 28t1 day of June, 2011, by the following vote, to wit:
AYES: Supervisors Calcagno, Salinas, and Parker
NOES: None
ABSENT: Supervisors Armenta and Potter
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 June 28, 2011.
Dated: July 7, 2011 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
By
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COMPLETED BOARD ORDER AND AME
(�OriginalAgreen-entNo orPO#. SC1078)
RENEWAL AMENDMENT NO. 1
FOR PROFESSIONAL SERVICE AGREEMENT
BETWEEN Databank IMX LLC AND
THE NATIVIDAD MEDICAL CENTER
FOR
Software License and Maintenance Services
The parties to Professional Service Agreement, dated June 1, 2010 between the County of Monterey, on behalf of
Natividad Medical Center NMC"), and Databank IMX LLC Contractor), hereby agree to renew their
Agreement No. SC 1078) on the following terms and conditions:
1. Contractor will continue to provide NMC with the same scope of service as stated in the original Agreement
No. SC 1078). Additionally, the Contractor will provide the services described on Attachment A attached to
this Amendment 41.
2. This Amendment shall become effective on June 1, 2011 and shall continue in full force until December 31,
2014.
3. The total amount payable by County to Contractor under Agreement No. SC 1078) shall not exceed the
total sum of $229,563.65 for the full term of the Agreement and $143,123.65 for fiscal year 2011-2012.
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. SC1078).
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.
CONTRACTO
Signature 1
Printed Name
Signature 2
Printed Name
Title
***INSTRUCTIONS: If CONTRACTOR is a corporation, including limited liability and non prof t corporations, the f ull legal name of the
corporation shall be set forth above together with the signatures of ttvo 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 thisAgreement on behalf of
the partnership. If CONTRACTOR is contracting in and individual capacity, the individual shall set forth the name of the business, rf any
and shall personally sign the Agreement.
NATIVIDAD MEDICAL CENTER
Signature
Signature
Dated
Title
Dated
Dated
P lrchiMg Manager
9
Approved as to Legal Form:
Charles J. McKee, County Counsel
By
Stacy Saetta, Deputy
Attorneys forCounty and N\IC
Dated
Coon t I'4 IQ 11.1 u
Dated:
2011
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40740-U01
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IN-U012
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$143,123.65-U012
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JULY-U012
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COMPLETED BOARD ORDER AND AME
(�i
Natividad
MEDICAL CENTER
Proposal for OnBase Software
& Scanning Hardware Scanners) Maintenance
and Professional Services
Proposal Provided by:
DataBan k
fit- and. I tort t; tw n Soiutionns
Laurel E. McAdams
Senior Account Executive
1001 Bayhill Drive, Second Floor
San Bruno, CA 94066
415) 760-7075
lmcadams@databankimx.com
April 28, 2011
BIB]
40740-U01
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AS99967-U03
AI103212-U03
DO104210-U03
C15-U03
COMPLETED-U03
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7/15/2011-U04
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6-U06
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960-NMC-U08
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6/17/2011-U011
AGREEMENT-U012
DATABANK-U012
IMX-U012
SOFTWARE-U012
LICENSE-U012
MAINTENANCE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
COMPLETED BOARD ORDER AND AME
(�Confidentiality Statement
This document of DataBank IMX, LLC contains confidential information that is provided for the
sole purpose of allowing the recipient to evaluate the solution profiles, product/service offerings
and statement of work submitted herein. In consideration of receipt of this document the
recipient agrees to maintain the information in confidence and to not reproduce or otherwise
disclose this information to any person outside the people directly responsible for evaluation of
its contents. The proposed approaches presented in this proposal are proprietary information and
may not be disclosed to individuals outside Natividad Medical Center NMC) without written
approval from DataBank IMX, LLC.
BIB]
40740-U01
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AT-U012
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AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
COMPLETED BOARD ORDER AND AME
(�DataBank IMX is pleased to recommend a core solution to achieve the strategic imaging solution
vision for Natividad Medical Center based upon the OnBase software suite, A Hyland Software
solution. The OnBase solution is ideal for the county technically, functionally and strategically.
Technically, it aligns with your existing technical environment, functionally it will deliver on
each of the desired capabilities and benefits outlined and strategically it readily supports phased
deployment, due to its modular design.
OnBase allows us to rapidly implement solutions flexibly, with most any platform and SQL
database engine, while insuring leading-edge performance and nearly unlimited expansion. With
OnBase, you enjoy a singular, integrated and Web enabled application to manage and view all of
your objects, avoid a proprietary image format and enjoy unparalleled extensibility. Keys to
understanding the value of OnBase solution are suggested below:
1. OnBase is Inherently Scalable Architected to support thousands of users, providing
nearly unlimited growth-yet clients can be added one at a time to achieve application
objectives and match investment to value delivered.
2. OnBase provides a Total Solution Over 200 fully integrated modules support both
expansion and extension of system functionality ready to run out-of-the-box"-start
with just what you need to achieve objectives with the proof of concept and add
applications as priorities and funding dictate.
3. OnBase is Point and Click Configurable Deploy applications specific to your
organization and its departments through point and click' setup and WITHOUT
Programming-including integration with your point solutions for document retrieval.
4. OnBase offers Open Deployment Leverage SQL databases, existing infrastructure and
storage solutions already in place within the enterprise.
5. OnBase is Web Enabled Deliver comprehensive client functionality through the
desktop browser to internal and external users.
OnBase offers configurations from a single user to thousands of users. It provides unparalleled
growth potential, modularity and implementation flexibility in Computer-Off-The-Shelf imaging
software. This matches well to clients planning for an initial solution and affordable, phased
expansion. It is configurable, allowing us to fit virtually every need, all without long delays,
expensive customization and continued programming efforts.
OnBase offers fully integrated document imaging, COLD, Workflow, EDM, Web, Application
Enabling, Electronic Signature, Document Distribution, Document Retention, Historical
Tracking, etc. in a singular application--from a single source. Select just the modules you need
to start and add whenever and wherever you want. If you can identify a need for specific
capability, we can deliver it, rapidly and reliably.
OnBase manages each object in a common manner, regardless of the original format and input
source, making information accessible through a single client interface. All of the functionality
of the various OnBase modules flows through the client interface, insuring rapid deployment of
new capabilities to users already familiar with the application.
BIB]
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FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
DO104210-U03
C15-U03
COMPLETED-U03
BOARD-U03
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7/15/2011-U04
MARCELLAC-U04
16740-U05
6-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
CENTER-U07
NMC)-U07
TO-U07
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AMENDMENT-U07
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TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
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DATABANK-U012
IMX-U012
SOFTWARE-U012
LICENSE-U012
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AT-U012
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AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
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$143,123.65-U012
THE-U012
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COMPLETED BOARD ORDER AND AME
(�OnBase Module Descriptions
Converts images to text in order to facilitate text
searching and/or full text indexing. Supports multiple
languages, processing of bi-tonal, grayscale and color OnBase:
images, and creation of multiple output formats ASCII Requires installation of OnBase OCR
text, Adobe PDF, HTML or Microsoft Word). Enables software included) on user
batch processing and also ad-hoc document OCR from a Workstation.
Batch OCR select list. Requires a valid Client license.
Manages the retention and disposition of stored
documents according to pre-defined business rules,
involving the passage of time, allowing for automatic
Document destruction and/or removal from the OnBase document OnBase:
Retention repository. Requires a valid Client license.
On Base:
Requires a valid Client license.
Thick Client users require On Base v
3.9. Thin Client users require OnBase
v 4.3.9 to access viewer-only
functionality.
The Document Retention module is
Enables organizations to manage the tracking, locating optional for implementing retention
Physical Records and access of physical records using OnBase as the and/or disposition plans for physical
Management single interface. records.
On Base:
Includes a Workstation Client license.
Scans digitizes) paper documents using Kofax or TWAIN
Production compatible devices. Advanced features include 3rd Party:
Document Imaging distributed capture and indexing, image enhancement, If utilizing Kofax, the Kofax software or
Kofax or TWAIN) bar code recognition Kofax), blank page separation and a Kofax image processing board is
1) auto-enabled indexing. required.
Provides electronic document routing through a
configurable work process. Includes pre-configured
rules, actions, transitions, and notifications and
Workflow Named additional capabilities for Visual Basic scripts. Provides
User Client SL 1- access to Workflow functions in order to perform work OnBase:
20) and complete tasks on documents. Includes E-Forms. Requires a valid Client license.
Provides electronic document routing through a
configurable work process. Includes pre-configured
rules, actions, transitions, and notifications and
Workflow additional capabilities for Visual Basic scripts. Provides
Workstation Client access to Workflow functions in order to perform work On Base:
SL 1-20) and complete tasks on documents. Includes E-Forms. Requires a valid Client license.
BIB]
40740-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AMENDMENT-U02
NO.-U02
1-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
DO104210-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/15/2011-U04
MARCELLAC-U04
16740-U05
6-U06
AUTHORIZE-U07
THE-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
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
DATABANK-U012
IMX-U012
SOFTWARE-U012
LICENSE-U012
MAINTENANCE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
COMPLETED BOARD ORDER AND AME
(�Maintenance Pricing
All OnBase modules are required to be under a Maintenance Agreement. Annual maintenance
allows for:
Software Upgrades at no charge professional services not included)
Technical Support
OnBase Software Maintenance Term Ending December 31, 2014
Product Name Prod. Code Maintenance Fee
Document Retention DRIPII $ 6,937.50
Physical Records Management PRIPI1 $10,406.25
Batch OCR OCIPW1 $ 1,040.63
Workflow Named User Client SL 1-20) WLIPNI $ 1,734.38
Workflow Workstation Client SL 1-20) WLIPWI $ 867.19
Prod Doc Imaging Kofax or TWAIN) 2+) DIIPW2 $19,425.00
Scanner Maintenance 3 years from date of purchase
Fujitsu 6130 Scanner S6130-AEPWNBD-3 $ 1,990.00
Kodak Truper 3610 Scanner w/ VRS
Professional Services 8971319-VCK $ 2,957.00
Description Department Qty. Unit Cost Extended Cost
Professional Services Up to 23 depts. 460 hours $187.50 / hr $86,250.00
Software Maintenance: $40,410.95
Hardware Scanners) Maintenance: $ 4,947.00
Professional Services: $86,250.00
Total: $131,607.95
Sales Tax 8.75% $ 11,515.70
Grand Total: $143,123.65
BIB]
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AI103212-U03
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C15-U03
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7/15/2011-U04
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16740-U05
6-U06
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NATIVIDAD-U07
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$143,123.65-U012
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2014.-U012
COMPLETED BOARD ORDER AND AME
(�OnBase Information Management System
SOFTWARE MAINTENANCE AGREEMENT
This Software Maintenance Agreement Agreement") is made and entered into this Ist day of June, 2010, by and between
DataBank IMX Service Provider"), and The County of Monterey, on behalf of Natividad Medical Center with its principal offices
at 1440 Constitution Blvd, Salinas, CA 93906 and the company, person or entity executing this Agreement as the Licensee" in the
space provided below Licensee"):
RECITAL:
WHEREAS, Service Provider is an authorized solution provider of Hyland Software, Inc. and has marketed and resold to
Licensee certain OnBase�-Information Management System software modules of Hyland Software, lnc.j
WHEREAS, Licensee has licensed the specified software from Hyland Software, Inc. pursuant to the terms of an OnBasec
End User License Agreement as the same may be amended or modified from time to time, the EULA"); and
WHEREAS, Licensee desires to obtain, and Service Provider is willing to provide, maintenance and technical support
services for the specified software and the delivery of generally released upgrades and enhancements with respect to such software
from Hyland Software, Inc.;
NOW, THEREFORE, the parties mutually agree as follows:
1. DEFINED TERMS. The following terms shall have the meanings set forth below for all purposes of this Agreement:
a) Documentation. Documentation" means for the Help Files" included in the Software and that relate to the functional,
operational or-performance-characteristics of the- Software.
b) Error. Error" means any defect or condition inherent in the Software that causes the Software to fail to perform in
accordance with the current Documentation published by Hyland Software, Inc.
c) EULA. EULA" is defined in the recitals to this Agreement.
d) Maintenance and Support Services. Maintenance and Support Services" means all professional services provided under
this Agreement by Service Provider.
e) Software. Software" means 1) the current released version of the computer software licensed by Licensee from Hyland
Software, Inc. from time to time under the EULA the initial list ofwhichia included-on Exhibit A attached hereto), and 2) at any
time after Service Provider has delivered to Licensee a new version of such computer software as an Upgrade and Enhancement under
this Agreement, the released version of such computer software last released prior to the current released version; provided, that the
Software will not include any prior released version of such computer software that has been superseded for more than two 2) years
as determined from the date that Hyland Software, Inc. first announced publicly, through its web site or otherwise, the general release
of the next later version of such computer software) by any later released version of such computer software.
f) Upgrades and Enhancements. Upgrades and Enhancements" means any and all new versions, improvements,
modifications, upgrades, updates, fixes and additions to the Software that Hyland Software, Inc. commercially releases to its end users
generally during the term of this Agreement to correct deficiencies or enhance the capabilities of the Software, together with updates
of the Documentation to reflect such new versions, improvements, modifications, upgrades, fixes or additions; provided, however, that
the foregoing shall not include new, separate product offerings, new modules, re-platformed Software or new functionality.
2, MAINTENANCE AND SUPPORT SERVICES.
a) Generally. Service Provider shall: 1) use its commercially reasonable efforts to correct any properly reported Error(s)
in the Software reported in accordance with Service Provider's current policies for the reporting of Errors, and which are confirmed by
Hyland Software, Inc., in the exercise of its conunercially reasonable judgment; 2) use its commercially reasonable efforts to correct
any properly reported defect(s) non-conformity to functional specifications mutually agreed upon by Service Provider and Licensee)
in any configurations of the Workflow or WorkView modules of the Software that are created by Service Provider or any integrations
of the Software with other applications, software or hardware that are configured or created by Service Provider, which are confirmed
by Service Provider, in the exercise of its commercially reasonable judgment; and 3) upon the request of Licensee, provide technical
support and assistance and advice related to the operation and use of the Software by Licensee, or any problems with any of the
Copyright 2008 Hyland Software, Inc. Confidential)
BIB]
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AUTHORIZE-U07
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1-U07
TO-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
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AGREEMENT-U012
DATABANK-U012
IMX-U012
SOFTWARE-U012
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MAINTENANCE-U012
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AT-U012
NMC-U012
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AN-U012
AMOUNT-U012
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EXCEED-U012
$229,563.65-U012
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THE-U012
AGGREGATE-U012
$143,123.65-U012
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COMPLETED BOARD ORDER AND AME
( �necessary to describe the circumstances under which the reported Error is manifest. Service Provider shall undertake to report to
Hyland Software, Inc. for confirmation any reported Errors promptly after receipt of proper notice from Licensee. Service Provider
shall undertake to confirm any reported defect(s) described in clause 2) above promptly after receipt of proper notice from Licensee
in accordance with Service Provider's current defect reporting procedures. Service Provider shall perform services in an effort to
correct confirmed Errors in the Software or defects in configurations or integrations created by Service Provider promptly after
making such confirmation. Maintenance and Support Services generally will be available during the hours of 8:00 a.m. to 5:00 p.m.,
Pacific Time, Monday through Friday, excluding holidays, or as otherwise provided by Service Provider to its end users purchasing
continuing Maintenance and Support Services in the normal course of its business, by on-line connectivity, telephonically or both.
Licensee acknowledges and agrees that Service Provider and Hyland Software, Inc. require on-line access to the Software installed on
Licensee's systems in order for Service Provider to provide Maintenance and Support Services hereunder. Accordingly, Licensee
shall install and maintain, at Licensee's sole cost and expense, appropriate communications software as specified by Service Provider;
and Licensee shall establish and maintain, at Licensee's sole cost and expense, an adequate connection with Service Provider and
Hyland Software, Inc. to facilitate Service Provider's on-line Maintenance and Support Services.
b) On-Site Services. Upon the reasonable request of Licensee, and submission of a purchase order for such services
agreeing to pay for such services on a time and materials basis in accordance with Section 5(a)(4), Service Provider may provide on-
site Maintenance and Support Services at Licensee's facilities in connection with the correction of any Error(s) involving a mission
critical function of the Software that is not functioning in a production environment.
c) Exclusions. Service Provider is not responsible for providing, or obligated to provide, Maintenance and Support
Services or Upgrades and Enhancements under this Agreement: a) in connection with any Errors or problems that result in whole or
in part from any alteration, revision, change, enhancement or modification of any nature of the Software, including any configuration
of the Workflow or WorkView modules of the Software that was not undertaken by Service Provider or Hyland Software, Inc. or
authorized in writing in advance by Hyland Software, Inc.; b) in connection with any Error if Service Provider directly or through
Hyland Software, Inc.) has previously provided corrections for such Error, which correction Licensee chooses not to implement; c) in
connection with any Errors or problems that have been caused by errors, defects, problems, alterations, revisions, changes,
enhancements or modifications in the database, operating system, third party software other than third party software bundled with
the Software by Hyland Software, Inc.), hardware or any system or networking utilized by Licensee; d) if the Software or related
software or systems have been subjected to abuse, misuse, improper handling, accident or neglect; or e) if any party other than
Service Provider or Hyland Software, Inc. has provided any services in the nature of Maintenance and Support Services to Licensee
with respect to the Software.
3. UPGRADES AND ENHANCEMENTS. Service Provider will provide to Licensee, in accordance with Hyland Software, Inc.'s
then current policies, all Upgrades and Enhancements to the Software released by Hyland Software, Inc. during the term of this
Agreement. Licensee acknowledges and agrees that Hyland Software, Inc. has the right, at any time, to change the specifications and
operating characteristics of the Software and Hyland Software, Inc.'s policies respecting Upgrades and Enhancements and the release
thereof to its end users. Any Upgrades and Enhancements to the Software and Documentation shall remain proprietary to Hyland
Software, Inc. and the sole and exclusive property of Hyland Software, Inc., and shall be subject to all of the restrictions, limitations
and protections of the EULA. All applicable rights to patents, copyrights, trademarks, other intellectual property rights, applications
for any of the foregoing and trade secrets in the Software and Documentation and any Upgrades and Enhancements are and shall
remain the exclusive property of Hyland Software, Inc.
4. LICENSEE'S RESPONSIBILITIES.
a) Operation of the Software. Licensee acknowledges and agrees that it is solely responsible for the operation, supervision,
management and control of the Software, including but not limited to providing training for its personnel, instituting appropriate
security procedures and implementing reasonable procedures to examine and verify all output before use. In addition, Licensee is
solely responsible for its data, its database and for maintaining suitable backups of the data and database to prevent data loss in the
event of any hardware or software malfunction. Service Provider and Hyland Software, Inc. shall have no responsibility or liability
for data loss regardless of the reasons for said loss. Service Provider and Hyland Software, Inc. shall have no responsibility or liability
for Licensee's selection or use of the Software or any hardware, third party software or systems.
b) Licensee's Implementation of Error Corrections and Upgrades and Enhancements. In order to maintain the integrity and
proper operation of the Software, Licensee agrees to implement, in the manner instructed by Service Provider, all Error corrections
and Upgrades and Enhancements. Licensee's failure to implement any Error corrections or Upgrades and Enhancements of the
Software as provided in this Section 4(b) shall relieve Service Provider of any responsibility or liability whatsoever for any failure or
Copyright 2008 Hyland Software, Inc. Confidential) 2
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40740-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AMENDMENT-U02
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1-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
DO104210-U03
C15-U03
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EXECUTE-U07
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1-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
DATABANK-U012
IMX-U012
SOFTWARE-U012
LICENSE-U012
MAINTENANCE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
COMPLETED BOARD ORDER AND AME
(
�malfunction of the Software, as modified by a subsequent Error correction or Upgrade and Enhancement, but in no such event shall
Licensee be relieved of the responsibility for the payment of fees and charges otherwise properly invoiced during the term hereof.
c) Notice of Errors, Documentation of Errors. Licensee shall provide prompt notice of any Errors in the Software
discovered by Licensee, or otherwise brought to the attention of Licensee, in accordance with Service Provider's then current policies
for reporting of Errors. Proper notice may include, without limitation, prompt telephonic and written notice to Service Provider of any
alleged Error. If requested by Service Provider, Licensee agrees to provide written documentation of Errors to substantiate the Errors
and to assist Service Provider in the detection and correction of said Errors.
d) Access to Premises and Systems. Licensee shall make available reasonable access to and use of Licensee's premises,
computer hardware, peripherals, Software and other software as Service Provider deems necessary to diagnose and correct any Errors
or to otherwise provide Maintenance and Support Services. In addition, Licensee acknowledges and agrees that Hyland Software, Inc.
may be retained by Service Provider to provide Error corrections or other Maintenance and Support Services directly to Licensee and,
accordingly, Licensee shall provide such same access directly to Hyland Software, Inc. Such right of access and use shall be provided
at no cost or charge to Service Provider or Hyland Software, Inc,
5. FEES, PAYMENTS, CURRENCY AND TAXES.
a) Annual Maintenance Fees. Licensee shall pay to Service Provider annual maintenance fees in the amounts invoiced by
Service Provider.
1) Initial Software. The table on Exhibit A hereto sets forth the aggregate invoice amounts for initial annual
maintenance fees for each Software module initially licensed, and for all Software modules initially licensed in the aggregate.
2) Additional Software. Service Provider shall invoice Licensee for annual maintenance fees for all Software
modules that Licensee additionally licenses under the EULA promptly upon acceptance of Licensee's purchase order for the purchase
of Maintenance and Support Services for such Software.
3) Renewal Periods. Service Provider shall invoice Licensee for annual maintenance fees for renewal terms at
least forty-five 45) days prior to the end of the then-current term of this Agreement. In the event that any term of this Agreement for
which annual maintenance fees are payable is a period of less than twelve 12) calendar months, the annual maintenance fees for such
term will be pro rated based upon the number of calendar months in such Reriod including the calendar month in which such term of
this Agreement commences only if such period commences prior to the 15 day of such month).
4) Time and Materials Charges. Notwithstanding anything to the contrary, if Licensee requests 1)
Maintenance and Support Services that Service Provider is not obligated to provide because of the provisions of Section 2(c), and
Service Provider agrees to provide such requested Services notwithstanding the provisions of Section 2(c), 2) on-site Maintenance
and Support Services in accordance with Section 2(b), or 3) any other services in the nature of Maintenance and Support Services that
Service Provider is not obligated to provide, or is not obligated to provide in the manner requested, and Service Provider agrees to
provide the requested Maintenance and Support Services, then in any such case Licensee agrees that such Maintenance and Support
Services shall not be covered by the annual maintenance fees under Section 5(a) and Licensee agrees to pay for such Maintenance and
Support Services at Service Provider's standard time and materials charges payable by end users who have not purchased a continuing
Software Maintenance Agreement from Service Provider. Service Provider shall invoice Licensee for all time and materials charges
hereunder.
b) Incidental Costs and Expenses. Licensee shall be responsible for all incidental costs and expenses incurred by Service
Provider in connection with the performance of this Agreement. Examples of incidental costs and expenses include, without
limitation, all costs and expenses for tools, supplies, accessories, media and other expendables purchased or otherwise used by Service
Provider, on-line connection charges and out-of-pocket expenses incurred at Licensee's request, including but not limited to travel,
meals and lodging expenses for on-site Maintenance and Support Services. All travel and expenses shall be charged according to the
Monterey County Travel Policy. Service Provider shall invoice Licensee for all incidental costs and expenses hereunder.
Copyright O 2008 Hyland Software, Inc. Confidential)
BIB]
40740-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AMENDMENT-U02
NO.-U02
1-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
DO104210-U03
C15-U03
COMPLETED-U03
BOARD-U03
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7/15/2011-U04
MARCELLAC-U04
16740-U05
6-U06
AUTHORIZE-U07
THE-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
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
DATABANK-U012
IMX-U012
SOFTWARE-U012
LICENSE-U012
MAINTENANCE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
COMPLETED BOARD ORDER AND AME
(
�c) Payments, Remedies.
1) Annual Maintenance Fees. Licensee shall pay all invoices for annual maintenance fees according to the
Monterey County Professional Services Agreement.
2) Other Payments. Licensee shall pay all other invoices hereunder according to the Monterey County
Professional Services Agreement.
3) Remedies. In the event of any default by Licensee in the payment of any amounts due hereunder, which default
continues unremedied for at least ten 10) calendar days after the due date of such payment, Service Provider shall have the right to
cease to provide any Maintenance and Support Services and Upgrades and Enhancements to Licensee unless and until such default,
and any and all other defaults by Licensee under this Agreement, shall have been cured.
4) U.S. Dollars. All payments by Licensee to Service Provider shall be made in U.S. dollars.
d) Taxes and Governmental Charges. In addition to any and all other payments required to be made by Licensee hereunder,
Licensee shall pay all taxes and governmental charges, foreign, federal, state, local or otherwise other than income or franchise taxes
of Service Provider), however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement,
including but not limited to sales and use taxes, excise taxes and customs duties or charges. Licensee agrees to make any and all
required tax payments directly to the appropriate taxing authority.
6. LIMITED WARRANTY.
a) Limited Warranty of Services. Service Provider warrants that the Maintenance and Support Services shall be performed
in a good and workmanlike manner and substantially according to industry standards, In order to assert any claim that any
Maintenance and Support Services fail to conform to this limited warranty, Licensee must notify Service Provider in writing of such
claim within thirty 30) days after the date the alleged non-conforming Services are completed. If, after such timely notice from
Licensee, the Maintenance and Support Services in question are determined not to conform to this limited warranty, Service
Provider's sole obligation, and Licensee's sole remedy, shall be for Service Provider to use commercially reasonable efforts to re-
perform the nonconforming Services in an attempt to correct the nonconformity. If Service Provider is unable to correct such
nonconformity after a reasonable period of time, Licensee's sole and exclusive remedy shall be termination of this Agreement in
accordance with Section 8(b)(3)(B). This warranty specifically excludes non-performance issues caused as a result of incorrect data
or incorrect procedures used or provided by Licensee or a third party or failure of Licensee to perform and fulfill its obligations under
this Agreement or the EULA.
b) No Warranty of Upgrades and Enhancements. The EULA shall govern any limited warranty or disclaimers relating to
Upgrades and Enhancements of the Software provided to Licensee under this Agreement, and no warranty is given under this
Agreement with respect to Upgrades and Enhancements.
c) DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH N SECTION 6(a), SERVICE
PROVIDER MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY MAINTENANCE AND SUPPORT
SERVICES, ANY SOFTWARE OR ANY UPGRADES AND ENHANCEMENTS PROVIDED UNDER THIS AGREEMENT.
SERVICE PROVIDER DISCLAIMS AND EXCLUDES ANY AND ALL OTHER EXPRESS, IMPLIED AND STATUTORY
WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF GOOD TITLE, WARRANTIES AGAINST
INFRINGEMENT, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
AND WARRANTIES THAT MAY ARISE OR BE DEEMED TO ARISE FROM ANY COURSE OF PERFORMANCE, COURSE
OF DEALING OR USAGE OF TRADE. SERVICE PROVIDER DOES NOT WARRANT THAT ANY MAINTENANCE AND
SUPPORT SERVICES, SOFTWARE OR UPGRADES AND ENHANCEMENTS PROVIDED WILL SATISFY LICENSEE'S
REQUIREMENTS OR ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF ANY SOFTWARE OR
UPGRADES AND ENHANCEMENTS WILL BE UNINTERRUPTED, SERVICE PROVIDER DOES NOT ASSUME ANY
LIABILITY WHATSOEVER WITH RESPECT TO ANY THIRD PARTY HARDWARE, FIRMWARE, SOFTWARE OR
SERVICES.
7. LIMITATIONS OF LIABILITY. Indemnification is covered according to the Monterey County Professional Services
Agreement.
Copyright 2003 Hyland Software; Inc. Confidential) 4
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40740-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AMENDMENT-U02
NO.-U02
1-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
DO104210-U03
C15-U03
COMPLETED-U03
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ORDER-U03
7/15/2011-U04
MARCELLAC-U04
16740-U05
6-U06
AUTHORIZE-U07
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MANAGER-U07
NATIVIDAD-U07
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EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
DATABANK-U012
IMX-U012
SOFTWARE-U012
LICENSE-U012
MAINTENANCE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
COMPLETED BOARD ORDER AND AME
(
�8. TERM, RENEWAL AND TERMINATION.
Term. Subject to the early termination provisions of Section 8(b), the initial term of this Agreement the Initial Term") shall
commence on June 1, 2010, and shall expire on May 31, 2011. All extensions of the initial term" shall be done by written
Amendment.
Early Termination.
1) Automatic. This Agreement shall terminate automatically, without any other or further action on the part of
either of the parties, immediately upon any termination of the EULA.
2) By Service Provider For Cause. Service Provider shall be entitled to give written notice to Licensee of any
breach by Licensee or other failure by Licensee to comply with any material term or condition of the EULA or this Agreement,
specifying the nature of such breach or non-compliance and requiring Licensee to cure the breach or non-compliance. If Licensee has
not cured, or commenced to cure if a cure cannot be performed within the time period set forth below), the breach or non-compliance
within A) in the case of non-payment, any breach of Section 1 of the EULA, ten 10) calendar days after receipt of such written
notice, or B) in the case of any other breach or non-compliance, twenty 20) business days after receipt of such written notice, Service
Provider shall be entitled, in addition to any other rights it may have under this Agreement, or otherwise at law or in equity, to
immediately terminate this Agreement.
3) By Licensee.
A) For Convenience. Licensee may terminate this Agreement at any time, for any reason or for no reason,
upon not less than sixty 60) days advance written notice to Service Provider.
B) For Cause. Licensee shall be entitled to give written notice to Service Provider of any breach by
Service Provider or other failure by Service Provider to comply with any material term or condition of this Agreement, specifying the
nature of such breach or non-compliance and requiring Service Provider to cure the breach or non-compliance. If Service Provider
has not cured, or commenced to cure if a cure cannot be performed within the time period set forth below), the breach or non-
compliance within twenty 20) business days after receipt of written notice, Licensee shall be entitled, in addition to any other rights it
may have under this Agreement, or otherwise at law or in equity, to immediately terminate this Agreement; and thereafter, so long as
Licensee has complied in all material respects with it obligations under the EULA and this Agreement and is current on all payment
obligations under the EULA and this Agreement, Licensee shall be entitled to a refund from Service Provider of the unused portion
of the annual maintenance fees" for the then-current term of this Agreement. For these purposes, the unused portion of the annual
maintenance fees" shall mean that portion of the annual-maintenance fees paid by Licensee under Section 5(a) with respect to the term
of this Agreement during which such termination of this Agreement is effective, equal to the total of such annual maintenance fees
multiplied by a fraction, the numerator of which shall be the number of calendar months during the then-current term of this
Agreement that remain until the end of such then-current term, commencing with the calendar month after the calendar month in
which such termination is effective, and the denominator of which shall be the total number of calendar months in such then-current
term determined without regard to such termination.
C) Non-Renewal. Licensee may elect not to renew this Agreement at the end of the then-current term of
this Agreement by written notice to Service Provider on or prior to the date payment is due under Section 5(c)(l) of Service Provider's
invoice for annual maintenance fees for the next succeeding renewal term of this Agreement.
4) By Either Party in Accordance with Section 9. Either party may terminate this Agreement in accordance with
the procedures set forth in Section 9.
c) Effect of Termination.
Copyright 2008 Hyland Software, Inc. Confidential) 5
BIB]
40740-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AMENDMENT-U02
NO.-U02
1-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
DO104210-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/15/2011-U04
MARCELLAC-U04
16740-U05
6-U06
AUTHORIZE-U07
THE-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
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
DATABANK-U012
IMX-U012
SOFTWARE-U012
LICENSE-U012
MAINTENANCE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
COMPLETED BOARD ORDER AND AME
(
�1) Payments. Notwithstanding any termination of this Agreement, Licensee shall be obligated to pay Service
Provider for A) all Maintenance and Support Services provided on a time and materials basis in accordance with this Agreement at
any time on or prior to the effective date of termination; B) all annual maintenance fees due with respect to any period commencing
prior to the effective date of termination; and C) all incidental costs and expenses incurred by Service Provider at any time on or prior
to the effective date of termination. All such payments shall be made in accordance with Section 5, which shall survive any such
termination for these purposes.
2) Survival of Obligations. The termination of this Agreement will not discharge or otherwise affect any pre-
termination obligations of either party existing under the Agreement at the time of termination. The provisions of this Agreement
which by their nature extend beyond the termination of the Agreement will survive and remain in effect until all obligations are
satisfied, including, but not limited to, Section 3 as it relates to title and ownership), Section 5(d), Section 6(c), Section 7, Section 8,
Section 10 and Section 11. No action arising out of this Agreement, regardless of the form of action, may be brought by Licensee
more than one 1) year after the date the action accrued.
3) Reinstatement of Agreement. In the event of the termination of this Agreement by Licensee under Section
8(b)(4)(C) Non-Renewal), Licensee may at any time after the effective date of such termination elect to reinstate this Agreement in
accordance with this Section 8(c)(3). To obtain reinstatement, Licensee shall deliver written notice to such effect to Service Provider,
together with payment in full of: A) annual maintenance fees, based upon Service Provider's Annual Maintenance Fee Schedule in
effect as of the time of such reinstatement, for all periods as determined under Section 8(a) as if the Agreement had not been
terminated under Section 8(b)(4)(C)) that have elapsed from the effective date of such termination through the effective date of such
reinstatement; and B) an amount equal to one hundred ten percent 110%) of the annual maintenance fee, based upon Service
Provider's Annual Maintenance Fee Schedule in effect as of the time of such reinstatement, for the renewal term of this Agreement
commencing on the effective date of such reinstatement. Any reinstatement under this Section 8(c)(3) shall be effective as of the first
business day after Service Provider has received the notice of reinstatement and all payments required to be made hereunder in
connection with such reinstatement. The renewal term commencing with the effective date of this Agreement shall be for a period
ending on the first annual anniversary of such effective date; and thereafter the term of this Agreement shall be renewed: i) at the end
of such first renewal term, for a period from the first day after the end of such first renewal term through December 31 of the calendar
year in which such first renewal term ends; and ii) thereafter, annually on a calendar year by calendar year basis.
EXCEPT AS EXPRESSLY PROVIDED BY THIS SECTION 8(c)(3). LICENSEE SHALL HAVE NO RIGHT TO
REINSTATE THIS AGREEMENT FOLLOWING THE TERMINATION THEREOF FOR ANY REASON.
9. FORCE MAJEURE. No failure, delay or default in performance of any obligation of a party to this Agreement except the
payment of money) shall constitute a default or breach to the extent that such failure to perform, delay or default arises out of a cause,
existing or future, beyond the control including, but not limited to: action or inaction of governmental, civil or military authority; fire;
strike, lockout or other labor dispute; flood; war; riot; theft; earthquake; natural disaster or acts of God; national emergencies;
unavailability of materials or utilities; sabotage; viruses; or the act, negligence or default of the other party) and without negligence or
willful misconduct of the party otherwise chargeable with failure, delay or default. Either party desiring to rely upon any of the
foregoing as an excuse for failure, default or delay in performance shall, when the cause arises, give to the other party prompt notice in
writing of the facts which constitute such cause; and, when the cause ceases to exist, give prompt notice of that fact to the other party.
This Section 9 shall in no way limit the right of either party to make any claim against third parties for any damages suffered due to
said causes. If any performance date by a party under this Agreement is postponed or extended pursuant to this Section 9 for longer
than ninety 90) calendar days, the other party, by written notice given during the postponement or extension, and at least thirty 30)
days prior to the effective date of termination, may terminate this Agreement.
10. NOTICES. Unless otherwise agreed to by the parties in a writing signed by both parties, all notices required under this
Agreement shall be deemed effective: a) when sent and made in writing by either 1)(A) registered mail, B) certified mail, return
receipt requested, or C) overnight courier, in any such case addressed and sent to the address set forth herein and to the attention of
the person executing this Agreement on behalf of that party or that person's successor, or to such other address or such other person as
the party entitled to receive such notice shall have notified the party sending such notice of. or 2) facsimile transmission appropriately
directed to the attention of the person identified as the appropriate recipient and at the appropriate address under a)(1) above, with a
copy following by one of the other methods of notice under a)(1) above; or b) when personally delivered and made in writing to the
person and address identified as appropriate under a)(1) above.
11. GENERAL PROVISIONS.
Copyright 2008 Hyland Soffivare, Inc, Confidential) 6
BIB]
40740-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AMENDMENT-U02
NO.-U02
1-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
DO104210-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/15/2011-U04
MARCELLAC-U04
16740-U05
6-U06
AUTHORIZE-U07
THE-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
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
DATABANK-U012
IMX-U012
SOFTWARE-U012
LICENSE-U012
MAINTENANCE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
COMPLETED BOARD ORDER AND AME
(�a) Jurisdiction. This Agreement and any claim, action, suit; proceeding or dispute arising out of this Agreement shall in all
respects be governed by, and interpreted in accordance with, the substantive laws of the State of California, without regard to the
conflicts of laws provisions thereof. Venue and jurisdiction for any action, suit or proceeding arising out of this Agreement shall vest
exclusively in the federal or state courts of general jurisdiction located in Monterey County, California.
b) Interpretation. The headings used in this Agreement are for reference and convenience purposes only and shall not in
any way limit or affect the meaning or interpretation of any of the terms hereof. All defined terms in this Agreement shall be deemed
to refer to the masculine, feminine, neuter, singular or plural, in each instance as the context or particular facts may require. Use of
the terms hereunder," herein," hereby' and similar terms refer to this Agreement.
c) Waiver. No waiver of any right or remedy on one occasion by either party shall be deemed a waiver of such right or
remedy on any other occasion.
d) Integration. This Agreement, including any and all exhibits and schedules referred to herein or therein set forth the
entire agreement and understanding between the parties pertaining to the subject matter and merges all prior discussions between them
on the same subject matter. Neither of the parties shall be bound by any conditions, definitions, warranties, understandings or
representations with respect to the subject matter other than as expressly provided in this Agreement. This Agreement may only be
modified by a written document signed by duly authorized representatives of the parties. This Agreement shall not be supplemented
or modified by any course of performance, course of dealing or trade usage. Variance from or addition to the terms and conditions of
this Agreement in any purchase order or other written notification or documentation, from Licensee or otherwise, will be of no effect
unless expressly agreed to in writing by both parties. This Agreement will prevail over any conflicting stipulations contained or
referenced in any other document.
e) Binding Agreement and Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties
and their respective successors and permitted assigns. Service Provider may assign this Agreement or its rights or obligations under
this Agreement, in whole or in part, to any other person or entity. Licensee may not assign this Agreement or its rights or obligations
under this Agreement, in whole or in part, to any other person or entity without the prior written consent of Service Provider. Any
change in control of Licensee resulting from an acquisition, merger or otherwise shall constitute an assignment under the terms of this
provision. Any assignment made without compliance with the provisions of this Section 11(e) shall be null and void and of no force
or effect.
f) Severability. In the event that any term or provision of this Agreement is deemed by a court of competent jurisdiction to
be overly broad in scope, duration or area of applicability, the court considering the same will have the power and is hereby authorized
and directed to limit such scope, duration or area of applicability, or all of them, so that such term or provision is no longer overly
broad and to enforce the same as so limited. Subject to the foregoing sentence, in the event any provision of this Agreement is held to
be invalid or unenforceable for any reason, such invalidity or umenforceability will attach only to such provision and will not affect or
render invalid or unenforceable any other provision of this Agreement.
g) Independent Contractor. The parties acknowledge that Service Provider is an independent contractor and that it will be
responsible for its obligations as employer for those individuals providing the Maintenance and Support Services.
h) Export. Licensee agrees to comply filly with all relevant regulations of the U.S. Department of Commerce and all U.S.
export control laws, including but not limited to the U.S. Export Administration Act, to assure that the Upgrades and Enhancements
are not exported in violation of United States law.
i) Injunctive Relief. The parties to this Agreement recognize that a remedy at law for a breach of the provisions of this
Agreement relating to confidential information and intellectual property rights will not be adequate for Service Provider's protection
and, accordingly, Service Provider shall have the right to obtain, in addition to any other relief and remedies available to it, specific
performance or injunctive relief to enforce the provisions of this Agreement.
Copyright O 2003 Hyland Sof vare, Inc. Confidential) 7
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40740-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AMENDMENT-U02
NO.-U02
1-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
DO104210-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/15/2011-U04
MARCELLAC-U04
16740-U05
6-U06
AUTHORIZE-U07
THE-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
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
DATABANK-U012
IMX-U012
SOFTWARE-U012
LICENSE-U012
MAINTENANCE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
COMPLETED BOARD ORDER AND AME
(�IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives:
Licensee
Business Address:
By:
Print Name:
Title:
Date:
C4~
S_L) t U',
Service Provider
By:
Print Name: J Q i)
Title: OE&, J/-1- Y2) P t') l9-C &-}K
Date: Q
Copyright 2008 Hyland Software, Inc. Confidential) 8
BIB]
40740-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AMENDMENT-U02
NO.-U02
1-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
DO104210-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/15/2011-U04
MARCELLAC-U04
16740-U05
6-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
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NMC)-U07
TO-U07
EXECUTE-U07
AMENDMENT-U07
NO.-U07
1-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
DATABANK-U012
IMX-U012
SOFTWARE-U012
LICENSE-U012
MAINTENANCE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
COMPLETED BOARD ORDER AND AME
(�Exhibit A
SOFTWARE MODULES ANNUAL MAINTENANCE FEES
14 Concurrent Client Licenses $3,024
45 Named Client Licenses $4,860
4 Production Document Imaging Licenses $1,980
1 Multi-User Server OnBase Application) $ 900
1 Web Server $1,800
Copyright 2003 Hyland Software, Inc. Confidential) 9
BIB]
40740-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AMENDMENT-U02
NO.-U02
1-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
DO104210-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/15/2011-U04
MARCELLAC-U04
16740-U05
6-U06
AUTHORIZE-U07
THE-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
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
DATABANK-U012
IMX-U012
SOFTWARE-U012
LICENSE-U012
MAINTENANCE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
COMPLETED BOARD ORDER AND AME
(�Exhibit A
SOFTWARE MODULES ANNUAL MAINTENANCE FEES
14 Concurrent Client Licenses $3,024
45 Named Client Licenses $4,860
20 Workstation Client Licenses $2,160
4 Production Document Imagin Licenses $1,980
I Document Import Processor I $ 900
1 Multi-User Server OnBase Application) $ 900
1 Web Server $1,800
Copyright 2003 Hyland Sothvare, Inc. Confidential) 9
BIB]
40740-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AMENDMENT-U02
NO.-U02
1-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
DO104210-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/15/2011-U04
MARCELLAC-U04
16740-U05
6-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
MEDICAL-U07
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TO-U07
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NO.-U07
1-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
DATABANK-U012
IMX-U012
SOFTWARE-U012
LICENSE-U012
MAINTENANCE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
COMPLETED BOARD ORDER AND AME
(�7
ACORD
CERTIFICATE OF LIABILITY INSURANCE DATE(MWDDNY)
S/10/2010
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
D'Camera Group, LLC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
1410 Forest Drive, Suite 33 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
410) 268-8000 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Annapolis MD 21403
INSURERS AFFORDING COVERAGE
INSURED INSURERA: Travelers Property & Casualty
DataBank IMX, LLC INSURER B: Travelers Casualty and Surety
620 Freedom Business Center
120
S
it INSURER C:
u
e
King of Prussia PA 19406 INSURER 0:
INSURER E:
COVERAGES
HE 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 NIA 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.
NSA
LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE
DATE MM D Y POLICY EXPIRATION
DATE MMfDD
LIMITS
A GENERAL LIABILITY 6300926P181 9/12/2009 9/12/2010 EACH OCCURRENCE $1,000, 000
X COMMERCIAL GENERAL LIABILITY
FIRE DAMAGE Any one fire) S100,000
CLAIMS MADE F
ICCCUR MED EXP Any one person) sic, 000
PERSONAL&ADV INJURY S1
000
000
GENERAL AGGREGATE
5
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS COMP/OP AGG 32,000,000
PRO
POLICY X IECT LOC
A AUT OMOBILE LIABILITY 810S683B290 19/12/2009 9/12/2010 COMBINED SINGLE LIMIT
A X ANY AUTO 3A9091N919 TX Auto 9/12/2009 9/12/2010 Ea accident) S
1,000,000
ALL OWNED AUTOS
BODILY INJURY
SCHEDULED AUTOS
Per person) $
HIRED AUTOS
BODILY INJURY
NON-OWNED AUTOS
Par accident) $
X $1000 Comp Ded
T
DAMAGE
d PROPER
Y DAMAGE
$
X $1000 Coll Dad Fear r accide acri
GARAGE LIABILITY AUTO ONLY EA ACCIDENT $
ANY AUTO EA ACC
OTHER THAN $
AUTO ONLY: AGG S
A EXCESS LIABILITY CUP0343P910 9/12/2009 9/12/2010 EACH OCCURRENCE $10,000,000
I X OCCUR CLAIMS MADE AGGREGATE $10,000,000
DEDUCTIBLE $
X RETENTION 510 000 $
A
WORKERS COMPENSATION AND
UB5715B083
9/12/2009
9/12/2010 TU-
X TORYL MIT OTH-
EMPLOYERS
LIABILITY
E.L. EACH ACCIDENT $1 000, 000
E.L. DISEASE- EA EMPLOYE $1,000,000
E.L. DISEASE POLICY LIMIT 31,000 000
A OTHER
6300926P181
9/12/2009 q
9/12/2010
$11,956,800 Total Limit
B Building/Pers Property
Errors & Omissions
105008695
9/12/2009
9/12/2010 $2,000,000 Limit $25,000 Ded
B Fidelity Bond 105008695 9/12/2009 9/12/2010 $500,000 Limit $5,000 Ded
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
The County of Monterey, its officers, agents and employees shall be included as additional insured. Coierage shall be
deemed primary and non-contributory to any other insurance afforded to the additional insured.
CERTIFICATE HOLDER ADDITIONAL INSURED; INSURER LETTER:
Natividad Medical Center
1441 Constitution Blvd.
Salinas CA 93906
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
EFOP.E TEE EXPIRATION DATE THEREOF, THE ISSUING INSURER
rTILL ENDEAVOR TO MAIL 30 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
HE INSURER, ITS AGENTS OR REPRESENTATIVES.
I
ACORD 25-S 7/97)
AUTHORIZED REPRESENTATIVE
e ACORD CORPORATION 1988
J
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MG99940-U03
AS99966-U03
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7/15/2011-U04
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RUIZ-IGNACIO-U09
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SOFTWARE-U012
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SERVICES-U012
AT-U012
NMC-U012
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AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
COMPLETED BOARD ORDER AND AME
(�POLICY NUMBER: P-630-0926P181-TIL-09
COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 10-26-09
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED
CONTRACTORS)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
NAME OF PERSON(S) OR ORGANIZATION(S):
ANY PERSON OR ORGANIZATION FOR
WHOM THE NAMED INSURED HAS AGREED
BY WRITTEN CONTRACT TO FURNISH THIS
ENDORSEMENT
SCHEDULE
PROJECT/LOCATION OF COVERED OPERATIONS:
1. WHO IS AN INSURED Section II) is amended
to include the person or organization shown in the
Schedule above, but:
a) Only with respect to liability for bodily injury",
property damage" or personal injury"; and
b) If, and only to the extent that, the injury or
damage is caused by acts or omissions of
you or your subcontractor in the performance
of your work" on or for the project, or at the
location, shown in the Schedule. The person
or organization does not qualify as an addi-
tional insured with respect to the independent
acts or omissions of such person or organiza-
tion.
2. The insurance provided to the additional insured
by this endorsement Is limited as follows:
a) In the event that the Limits of Insurance of
this Coverage Part shown in the Declarations
exceed the limits of liability required by a
written contract requiring insurance" for that
additional insured, the insurance provided to
the additional insured shall be limited to the
limits of liability required by that written con-
tract requiring insurance". This endorsement
shall not increase the limits of insurance de-
scribed in Section III Limits Of Insurance,
b) The insurance provided to the additional in-
sured does not apply to bodily injury", prop-
erty damage" or personal injury" arising out
of the rendering of, or failure to render, any
professional architectural, engineering or sur-
veying services, including:
I. The preparing, approving, or failing to
prepare or approve, maps, shop draw-
ings, opinions, reports, surveys, field or-
ders or change orders, or the preparing,
approving, or failing to prepare or ap-
prove, drawings and specifications; and
ii. Supervisory, Inspection, architectural or
engineering activities.
c) The insurance provided to the additional in-
sured does not apply to bodily injury" or
property damage" caused by your work"
and included in the products-completed op-
erations hazard" unless a written contract
requiring insurance" specifically requires you
to provide such coverage for that additional
insured, and then the insurance provided to
the additional insured applies only to such
bodily injury" or property damage" that oc-
curs before the end of the period of time for
which the written contract requiring Insur-
ance" requires you to provide such coverage
CG D2 47 08 05 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2
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COMPLETED-U02
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AMENDMENT-U02
NO.-U02
1-U02
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FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
DO104210-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/15/2011-U04
MARCELLAC-U04
16740-U05
6-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
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TO-U07
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AMENDMENT-U07
NO.-U07
1-U07
TO-U07
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
DATABANK-U012
IMX-U012
SOFTWARE-U012
LICENSE-U012
MAINTENANCE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
COMPLETED BOARD ORDER AND AME
(�COMMERCIAL GENERAL LIABILITY
or the end of the policy period, whichever is
earlier.
3. The insurance provided to the additional insured
by this endorsement is excess over any valid and
collectible other insurance", whether primary,
excess, contingent or on any other basis, that is
available to the additional insured for a loss we
cover under this endorsement. However, if a
written contract requiring insurance" for that ad-
ditional insured specifically requires that this in-
surance apply on a primary basis or a primary
and non-contributory basis, this insurance is pri-
mary to other insurance" available to the addi-
tional insured which covers that person or organi-
zation as a named insured for such loss, and we
will not share with that other insurance". But the
insurance provided to the additional insured by
this endorsement still is excess over any valid
and collectible other insurance", whether pri-
mary, excess, contingent or on any other basis,
that is available to the additional insured when
that person or organization is an additional in-
sured under such other insurance".
4. As a condition of coverage provided to the
additional insured by this endorsement:
a) The additional insured must give us written
notice as soon as practicable of an occur-
rence" or an offense which may result in a
claim. To the extent possible, such notice
should include:
i. How, when and where the occurrence"
or offense took place;
ii. The names and addresses of any injured
persons and witnesses; and
M. The nature and location of any injury or
damage arising out of the occurrence" or
offense.
b) If a claim is made or suit" is brought against
the additional insured, the additional insured
must:
I. Immediately record the specifics of the
claim or suit" and the date received; and
ii, Notify us as soon as practicable,
The additional insured must see to it that we
receive written notice of the claim or suit" as
soon as practicable.
c} The additional insured must immediately
send us copies of all legal papers received in
connection with the claim or suit", cooperate
with us in the investigation or settlement of
the claim or defense against the suit", and
otherwise comply with all policy conditions.
d) The additional insured must tender the de-
fense and indemnity of any claim or suit" to
any provider of other insurance" which would
cover the additional insured for a loss we
cover under this endorsement. However, this
condition does not affect whether the insur-
ance provided to the additional insured by
this endorsement is primary to other insur-
ance" available to the additional insured
which covers that person or organization as a
named insured as described in paragraph 3.
above.
5. The following definition is added to SECTION V.
DEFINITIONS:
Written contract requiring insurance" means
that part of any written contract or agreement
under which you are required to include a
person or organization as an additional in-
sured on this Coverage Part, provided that
the bodily injury" and property damage" oc-
curs and the personal injury" is caused by an
offense committed:
a. After the signing and execution of the
contract or agreement by you;
b. While that part of the contract or
agreement is in effect; and
c. Before the end of the policy period.
Page 2 of 2 2005 The St. Paul Travelers Companies, Inc. CG D2 47 08 05
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COMPLETED BOARD ORDER AND AME
(�EXHIBIT B
INSURANCE JUSTIFICATION
Vendor/Contractor Name: Databank INIX
Automobile Liability Additional Insured Endorsements
Business Justification:
The Vendor has supplied proof of Automobile Liability Insurance at the County required
levels. All services provided by the vendor are done remotely from off site. NMC requests
the Agreement be approved and the requirement for the Additional Insured Endorsement
for Auto Insurance be waived.
Harry Weis
Chief Executive Officer
Date: 1,
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COMPLETED BOARD ORDER AND AME
(�NATIVIDAD MEDICAL CENTER
PURCHASE ORDER
ORDER DATE 01-05-2011
SC 9600 0000001564
IMPORTANT
THE ABOVE NUMBER AND SHIP TO DEPARTMENT MUST
APPEAR ON ALL SHIPPINGLABELS, PACKING SLIPS,
TRANSPORT DOCUMENTS, INVOICES AND CORRESPONDENCE.
DATABANK IMX LLC S NATIVIDAD MEDICAL CENTER B NATIVIDAD MEDICAL CENTER
V H 1441 CONSTITUTION BLVD P O BOX 81611
N
PO Box 62286 P L
N
O T SALINAS CA 93906 T SALINAS CA 93912-1611
R Baltimore MD 21264-2286 O O
VENDOR NUMBER: CV000000411 DELIVERY DATE: F.O.B.:
ITEM QUANTITY UNIT COMMODITY CODE 1 UNIT PRICEJ SALES TAX EXTENDED PRICE
ITEM DESCRIPTION
PURCH DESC: CC: 8700 THIS PURCHASE ORDER IS ISSUED TO DATABANK IMX FOR SCANNER MAINTENANCE SERVICES FOR AT
NATIVIDAD MEDICAL CENTER.
ALL SERVICES SHALL BE PROVIDED IN ACCORDANCE WITH TERMS, CONDITIONS, AND EXHIBITS OF THE APPROVED COUNTY OF
MONTEREY AGREEMENT.
TERM OF THE AGREEMENT DECEMBER 20, 2010 THROUGH FEBRUARY 28, 2012 UNLESS SOONER TERMINATED PURSUANT TO
THE TERM OF THE AGREEMENT.
THIS PURCHASE ORDER IS VALID 1-1-2011 THROUGH 6-30-2011. A NEW PURCHASE ORDER WILL BE ISSUED AFTER THAT TIME TO
THE CURRENT AGREEMENT.
THE TOTAL OF THIS PURCHASE ORDER IS NOT TO EXCEED $31,440
1 0.0 94899 00 00 31,440.00
COMM LINE DESC: NMC Non Physicians Services
451 9600 8142 NM0001 6613 31440.00
THE SHADED ROWS ARE FOR NMC DEPARTMENT USE ONLY
ORDER TOTAL
31,440.00
All Vendors are required to review the NMC general terms and conditions which apply to all contracts, purchase orders, and other electronic procurements made with NMC unless otherwise noted. Said terms
and conditions can be found on the NMC website at http://www.Natividad.com
TAX EXEMPTION INFORMATION:
FEDERAL EXCISE TAX EXEMPTION NUMBER 94-6000524
AUTHORIZED BY NMC
DEPUTIZED PURCHASING AGENT
COUNTY BUYER INFORMATION
Sidney Cato
EMAIL: catosl@natividad.com
TELEPHONE: 831)755-4223 x71-4223
CONTRACTS/PURCHASING DIVISION
1441 Constitution Blvd. P.O. Box 81611,
n 5'~I~M~na9emen~,
PRINT DATE: 01/05/11 Sid Cato
PAGE NUMBER: 1 OF 1
Salinas, CA 93912-1611
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SIGNED BOARD REPORT AND SUPPO
?�MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: June 28, 2011
AGENDA NO.:
SUBJECT: Authorize the Purchasing Manager for Natividad Medical Center NMC)
to execute Amendment #1 to the Agreement with Databank IMX for
Software License and Maintenance Services at NMC in an amount not to
exceed $229,563.65 in the aggregate and $143,123.65 for the period July
1, 2011 to December 31, 2014.
DEPARTMENT: Natividad Medical Center
RECOMMENDATION:
It is recommended that the Board of Supervisors authorize the Purchasing Manager for Natividad
Medical Center NMC) to execute Amendment #1 to the Agreement with Databank IMX for
Software License and Maintenance Services at NMC in an amount not to exceed $229,563.65 in the
aggregate and $143,123.65 for the period July 1, 2011 to December 31, 2014.
SUMMARY/DISCUSSION:
Databank IMX is the provider of the OnBase Enterprise Content Management System which NMC
purchased a few years ago to provide storage for archiving of records for all NMC departments with
the exception of Medical Records. The utilization of this system provides electronic storage system
for NMC to help reduce the need for space and physical storage. The system provides systems to
track both and purge data as needed in accordance with the approved County policies.
Approval of this agreement will allow NMC to maintain the scanners, systems and on-line access to
the system to continue to add documents and retrieve documents for all NMC departments.
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 $143,123.65 and is included in the 2011/2012 Fiscal Year
Recommended Budget. This action will not require any additional General Fund subsidy.
Prepared by:
Janine Bouyea, HR Director 755-4280 Harry Weis
May 19, 2011 Chief Executive Officer
Attachments: Amendments #1, Original Agreement, Board Order
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SIGNED BOARD REPORT AND SUPPO
?�Print FOn i
At Natividad MEDICAL CENTER
COUNTY OF MONTEREY AGREEMENT FOR PROFESSIONAL SERVICES
NOT TO EXCEED $100,000)
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 DataBank IMX
hereinafter CONTRACTOR"),
In consideration of the mutual covenants and conditions set forth in this Agreement, the parties agree as
follows:
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: Scanner Maintenance
1. 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 $31,440
2. TERM OF AGREEMENT. The term of this Agreement is from Dec 20, 2010 to Feb 28. 2012
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.
3. ADDITIONAL PROVISIONS/EXHiBITS. The following attached exhibits are incorporated herein by
reference and constitute a part of this Agreement:
Exhibit A/Schedule A: Scope of Services/Payment Provisions
4. PERFORMANCE STANDARDS.
4.1. 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.
4.2. 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.
Revised 12/1/2008 N\4C PSA Form $100,000 or Less 1
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?�4.3. 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, instruments, or
supplies) or personnel for any purpose other than in the performance of its obligations under this
Agreement.
5. PAYMENT CONDITIONS.
5.1. CONTRACTOR shall submit to the Contract Administrator an invoice on a form acceptable to NMC.
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 Administrator or his or her designee shall certify the invoice, either in the
requested amount or in such other amount as NMC 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.
5.2. CONTRACTOR shall not receive reimbursement for travel expenses unless set forth in this
Agreement.
6. TERMINATION.
6.1. During the term of this Agreement, N MC 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 tinder this Agreement shall be reduced in proportion to the services
provided prior to the date of termination.
6.2. NMC 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 NMC terminates this
Agreement for good cause, NMC may be relieved of the payment of any consideration to Contractor,
and NMC may proceed with the work in any manner, which NMC deems proper. The cost to NMC
shall be deducted from any sum due the CONTRACTOR under this Agreement.
7. INDEMNIFICATION: CONTRACTOR shall indemnify, defend and hold harmless. NMC and the
County of Monterey hereinafter County"), it officers, agents and employees from any claim, liability,
loss, injury or damage arising out of, or in connection with, performance of this Agreement by
CONTRACTOR and/or its agent, employees or sub-contractors, excepting only low, injury or damage
caused by the negligence or willful misconduct of personnel employed by NMC. It is the intent of the
parties to this Agreement to provide the broadest possible coverage for NMC. The CONTRACTOR shall
reimburse NMC for all costs, attorneys' fees, expenses and liabilities incurred with respect to any
litigation in which the CONTRACTOR is obligated to indemnify, defend and hold harmless NMC and the
County under this Agreement.
8. INSURANCE.
8.1. 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
Revised 12/1/2008 NMC PSA Form $100,000 or Less 2
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?�executed by the insurance carrier shall accompany the certificate. In addition, the CONTRACTOR
upon request shall provide a certified copy of the policy or policies.
This verification of coverage shall be sent to NMC'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 NMC has approved such insurance.
This approval of insurance shall neither relieve nor decrease the liability of the Contractor.
8.2. 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 that A-VII, according to the
current Best's Key Rating Guide or a company of equal financial stability that is approved by NMC's
Contracts/Purchasing Director.
8.3. 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, Broad form
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.
fl 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 $500,000 per occurrence.
T Exemption/NIodification Justification attached; subject to approval).
Workers' Compensation Insurance If CONTRACTOR employs other 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.
T 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 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.
1 Exemption/Modification Justification attached; subject to approval).
Revised 12/1/2008 NMC PSA Form $100,000 or Less 3
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?�8.4. Other Insurance Requirements:
All insurance required by this Agreement shall be with a company acceptable to NMC 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 NMC 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 insured 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
Count-vofMonterev. its officers, agents, and employees as Additional insureds with respect to liabilitx
arising out of the Contractor's work. including ongoing and completed operations, and shall further
provide that such insurance is rprima 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 3710
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 NNIC, CONTRACTOR shall file certificates of insurance
with NMC's Contracts/Purchasing Department, 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 NMC, annual certificates
to NMC's Contracts/Purchasing Department. If the certificate is not received by the expiration date,
NMC 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 NMC, at its sole discretion, to terminate
the Agreement immediately.
9. RECORDS AND CONFIDENTIALITY.
9.1. 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 NMC or prepared in connection with the performance of this Agreement,
unless NMC specifically permits CONTRACTOR to disclose such records or information.
CONTRACTOR shall promptly transmit to NMC any and all requests for disclosure of any such
Revised 12/1/2008 NIvIC PSA Form $100,000 or Less 4
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
DO104214-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16740-U05
6-U06
AUTHORIZE-U07
THE-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
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
DATABANK-U012
IMX-U012
SOFTWARE-U012
LICENSE-U012
MAINTENANCE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
SIGNED BOARD REPORT AND SUPPO
?�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.
9.2. NMC Records When this Agreement expires or terminates, CONTRACTOR shall return to NMC
any NMC records which CONTRACTOR used or received from NMC to perform services under
this Agreement.
9.3. 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.
9.4. Access to and Audit of Records NMC 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 or $10,000, the parties to this
Agreement may be subject, at the request of NMC or as part of any audit of NMC, 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.
9.5. Royalties and Inventions NMC shall have a royalty-free, exclusive and irrevocable license to
reproduce, publish, and use, and authorize other 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 NMC.
10. NON-DISCRUVIINATION. 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,
full comply with all federal, sate, 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.
11. COMPLIANCE WITH TERMS OF STATE OR FEDERAL GRANT. If this Agreement has been or
will be funded with monies received by NMC pursuant to a contract with the state or federal government
in which NMC is the grantee, CONTRACTOR will comply with all the provisions of said contract, and
said provisions shall be deemed a part of this Agreement, as though fully set forth herein. Upon request,
NMC will deliver a copy of said contract to Contractor, at no cost to Contractor.
12. 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 NMC. No offer or obligation of permanent employment with NMC or particular
County department or agency is intended in any manner, and CONTRACTOR shall not become entitled
Revised 12/1/2008 N VIC PSA Form $100,000 or Less 5
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
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MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
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C10-U03
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REPORTS-U03
7/15/2011-U04
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16740-U05
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NO.-U07
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PERIOD-U012
JULY-U012
1,-U012
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TO-U012
DECEMBER-U012
31,-U012
2014.-U012
SIGNED BOARD REPORT AND SUPPO
?�by virtue of this Agreement to receive from NMC 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 NIMIC and
the County of Monterey harmless from any and all liability, which NMC may incur because of
Contractor's failure to pay such taxes.
13. NOTICES. Notices required under this Agreement shall be delivered personally or by first-class, postage
per-paid mail to NMC and Contractor's contract administrators at the addresses listed below.
FOR NATIVIDAD MEDICAL CENTER:
Contracts/Purchasing Manager
Name
1441 Constitution Blvd. Salinas, CA. 93906
Address
831.755.4111
Phone
FOR CONTRACTOR:
LA q 0
Name and Title A r
1O 6AJ V) S00 frioCj
Address q f o ur�
Phone
14. MISCELLANEOUS PROVISIONS.
14.1. 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.
14.2. Amendment. This Agreement may be amended or modified only by an instrument in writing signed
by NMC and the Contractor.
14.3. Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed by
NMC 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.
14.4. 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.
14.5. Disputes. CONTRACTOR shall continue to perform under this Agreement during any dispute.
14.6. 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 NMC. None of the
services covered by this Agreement shall be subcontracted without the prior written approval of
Revised 12/1/2008 NMC PSA Form $100,000 or Less 6
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
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DO104214-U03
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BOARD-U03
REPORTS-U03
7/15/2011-U04
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PERIOD-U012
JULY-U012
1,-U012
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31,-U012
2014.-U012
SIGNED BOARD REPORT AND SUPPO
?�NMC. Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the
performance of all requirements of this Agreement.
14.7. Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of NMC
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.
14.8. Compliance with Applicable Law The parties shall comply with all applicable federal, state, and
local laws and regulations in performing this Agreement.
14.9. Headings. The headings are for convenience only and shall not be used to interpret the terms of this
Agreement.
14.10. Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement
14.11. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State
of California.
14.12. Non-exclusive Agreement. This Agreement is non-exclusive and both NMC and CONTRACTOR
expressly reserve the right to contract with other entities for the same or similar services.
14.13. Construction of Agreement. NMC 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.
14.14. 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.
14.15. Integration. This Agreement, including the exhibits, represents the entire Agreement between
NMC 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
NMC and CONTRACTOR as of the effective date of this Agreement, which is the date that NMC
signs the Agreement.
14.16. 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 12/1/2008 NMC PSA Form $100,000 or Less 7
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
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AS99966-U03
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AI103212-U03
DO104214-U03
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7/15/2011-U04
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2014.-U012
SIGNED BOARD REPORT AND SUPPO
? �NATIVIDAD MEDICAL CENTER
NMC Contracts/Purchasing Agent
Date:
By:
Department Head if applicable)
Date: I F
Approved as to Legal Form
By:
Stacy Saetta
Deputy County Counsel
Date: 417110-
Approved as to Fia akProvisions
By:
Date:
CONTRACTOR
PO+A &CA A r- M X L-L- C,
Contractor's Business Name***
Signature of Chair, President, or Vice-President
L e,( M(-l-aaMS, ce d-.'
Name and Title U
Date: L i_ I Z j
By:
Signature of Secretary, Asst. Secretary, CFO, Treasurer
or Asst. Treasurer)
Name and Title
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 and individual
capacity, the individual shall set forth the name of the
business, if any and shall personally sign the Agreement.
Revised NMC PSA Form $100,000 or Less $
12-1-08
BIB]
40740-U01
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SIGNED BOARD REPORT AND SUPPO
?
�DataBank
Imaging and Information Solutions
Scanner Maintenance Quote
Natividad Medical Center
Term December 20, 2010 to February 28, 2012
Revision #1
Scanner Options
DESCRIPTION QTY.
Post Warranty Next Day/Same Day 4
i660 Model # EKC-860-3441
Serial #s:
12743903
12743484
12743477
12743470
UNIT PRICE TOTAL EXT. PRICE
$7,860.00 each $31,440.00
Quote valid until Start Date of Contract Term listed above.
Please note: Due to the lapse in maintenance, Kodak will require an inspection of the scanners prior
to reinstating the maintenance contract.
NATIVIDAD MEDICAL CENTER:
PO #
ORDER DATE:
BUYER:
DATABANK IMX, LLC:
SIGNATURE:
NAME: Laurel McAdams
TITLE: Senior Account Executive
DATE: December 7, 2010
NMC Scanner Maintenance Dec 2010.doc
DataBank IMX Confidential
Page 1 of 1
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
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SIGNED BOARD REPORT AND SUPPO
?
�
ACORD CERTIFICATE OF LIABILITY INSURANCE DATE lAM1DDNYYY)
9/15/2010
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
NAME: Denise Sentivasci
D' Camera Group, LLC
it
33
S
i PHONE FAX
A!c No Ext: 41 n- AiC,No:41
u
e
ve,
1410 Forest Dr
410) 269-8000 E-MAIL
ADDRESS: Denise@dcamera rou com
Annapolis MD 21403 PRODUCER
R
CUS70MEID #:
INSURER(S) AFFORDING COVERAGE NAIC #
INSURED INSURERA:Travelers Propertv &: Casualty
DataBank INDC, LLC INSURERS: Travelers Casualty and Surety 19038
620 Freedom Business Center
Suite 120
INSURERC:
King of Prussia PA 19406 INSURERD:
INSURER E
INSURERF
COVERAGES
CERTIFICATE NUMBER: 1413287551
REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY
TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO
NOTWITHSTANDING ANY REQUIREMENT
PERIOD INDICATED
WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT
TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR TYPE OF INSURANCE ACOL
INSR SUBR
I WND I
POLICY NUMBER POLICY EFF
MiMIDDP/YYV POLICY EXP
MM/DDP(YYY LIMITS
A GENERAL LIABILITY 6300926P161 19/12/2010 9/12/2011 EACH OCCURRENCE S1, 000,000
DAMAGE TO REN t
X COMMERCIALGENERAL LIABILITY PREMISES Ea occurrence $100, COO
CLAIMS-,LADE OCCUR MED EXP Any one person) $10, BCC
PERSONAL &ADV INJURY $1,000,000
GENERAL AGGREGATE $2,000,000
GEN'L AGGREGATE LOST APPLIES PER; PRODUCTS COMP/OP AGG $2 000, 000
POLICY X FRO I 1 LOC $
A AUT OMOBILE LIABILITY 81056339290 9/12/2010 9/12/2011 COMBINED SINGLE LIMIT $1, 000,000
A BAD97OP548 TX Auto 9/12/2010 9/12/2011 Ea accident)
X ANY AUTO BODILY INJURY Per person) 3
ALL OWNED AUTOS BODILY INJURY Per accident) 3
SCHEDULED AUTOS
PROPERTY DAMAGE
HIRED AUTOS
Per accident) $
NON-OWNED AUTOS $
A UMBRELLA LIAR OCCUR CUP0343P910 9/12/2010 9/12/2011 EACH OCCURRENCE 1 $10,000,000
EXCESS LIAR CLAIMS-MADE AGGREGATE 1 $10,000,000
DEDUCTIBLE $
I X RETENTION $10,000 $
A WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY 0557159093 9/12/2010 9112/2011 X VJC STATU- OTH
DRY
IM1T E.
YIN
ANY PROPRIETORIPARTNERJEXECUTIVE~ N/A E L. EACH ACCIDENT $1,000,000
OFFiCERIMEMBER EXCLUDED?
Mandatory in NH) E.L. DISEASE EAEMPLOYE $1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE POLICY LIMIT 51,000,000
A Building/Pers Property 6300926P191 9/12/2010 9/12/2011 $11,956,800 Total Limit
B Errors & Omissions 105008695 9/12/2010 0/12/2011 $2,000,000 Limit $25,000 Ded
B Fidelity Bond 105008695 9/12/2010 9/12/2011 $500,000 Limit $5,000 Ded
DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES Attach ACORD 101, Additional Remarks Schedule, If more space Is required)
The County of Monterey, its officers, agents and employees shall be included as additional insured.
Coverage shall be deemed primary and non-contributory to any other insurance afforded to the additional
insured.
CERTIFICATE HOLDER
Natividad Medical Center
1441 Constitution Blvd.
Salinas CA 93906
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED
IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
1988-2009 ACORD CORPORATION. All rights reserved.
ACORD 25 2009/09) The ACORD name and logo are registered marks of ACORD
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
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FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
DO104214-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16740-U05
6-U06
AUTHORIZE-U07
THE-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
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
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IMX-U012
SOFTWARE-U012
LICENSE-U012
MAINTENANCE-U012
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AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
SIGNED BOARD REPORT AND SUPPO
?
�POLICY NUMBER:Y-630-0926P181-TCT-10
COMMERCIAL GENERAL LIABILITY
ISSUE DATE: 09-30-10
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED
CONTRACTORS)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
NAME OF PERSON(S) OR ORGANIZATION(S):
ANY PERSON OR ORGANIZATION FOR
WHOM THE NAMED INSURED HAS AGREED
BY WRITTEN CONTRACT TO FURNISH THIS
ENDORSEMENT
SCHEDULE
PROJECT/LOCATION OF COVERED OPERATIONS:
1. WHO IS AN INSURED Section II) is amended
to include the person or organization shown in the
Schedule above, but:
a) Only with respect to liability for bodily injury",
property damage" or personal injury"; and
b) If, and only to the extent that, the injury or
damage is caused by acts or omissions of
you or your subcontractor in the performance
of your work" on or for the project, or at the
location, shown in the Schedule. The person
or organization does not qualify as an addi-
tional insured with respect to the independent
acts or omissions of such person or organiza-
tion.
2. The insurance provided to the additional insured
by this endorsement is limited as follows:
a) In the event that the Limits of Insurance of
this Coverage Part shown in the Declarations
exceed the limits of liability required by a
written contract requiring Insurance" for that
additional insured, the insurance provided to
the additional insured shall be limited to the
limits of liability required by that written con-
tract requiring insurance". This endorsement
shall not increase the limits of insurance de-
scribed in Section III Limits Of Insurance.
b) The insurance provided to the additional in-
sured does not apply to bodily injury", prop-
erty damage" or personal injury' arising out
of the rendering of, or failure to render, any
professional architectural, engineering or sur-
veying services, including:
I. The preparing, approving, or failing to
prepare or approve, maps, shop draw-
ings, opinions, reports, surveys, field or-
ders or change orders, or the preparing,
approving, or failing to prepare or ap-
prove, drawings and specifications; and
ii. Supervisory, inspection, architectural or
engineering activities.
c) The insurance provided to the additional in-
sured does not apply to bodily injury" or
property damage" caused by your work"
and included in the products-completed op-
erations hazard" unless a written contract
requiring insurance" specifically requires you
to provide such coverage for that additional
insured, and then the insurance provided to
the additional insured applies only to such
bodily injury" or property damage" that oc-
curs before the end of the period of time for
which the written contract requiring insur-
ance" requires you to provide such coverage
CG D2 47 08 05 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2
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RUIZ-IGNACIOM-U10
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DATABANK-U012
IMX-U012
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MAINTENANCE-U012
SERVICES-U012
AT-U012
NMC-U012
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AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
SIGNED BOARD REPORT AND SUPPO
?
�COMMERCIAL GENERAL LIABILITY
or the end of the policy period, whichever is
earlier.
3. The insurance provided to the additional insured
by this endorsement is excess over any valid and
collectible other insurance", whether primary,
excess, contingent or on any other basis, that is
available to the additional insured for a loss we
cover under this endorsement. However, if a
written contract requiring insurance" for that ad-
ditional insured specifically requires that this in-
surance apply on a primary basis or a primary
and non-contributory basis, this insurance is pri-
mary to other insurance" available to the addi-
tional insured which covers that person or organi-
zation as a named insured for such loss, and we
will not share with that other insurance". But the
insurance provided to the additional insured by
this endorsement still is excess over any valid
and collectible other insurance", whether pri-
mary, excess, contingent or on any other basis,
that is available to the additional insured when
that person or organization is an additional in-
sured under such other insurance".
4. As a condition of coverage provided to the
additional Insured by this endorsement:
a) The additional insured must give us written
notice as soon as practicable of an occur-
rence" or an offense which may result in a
claim. To the extent possible, such notice
should include:
i. How, when and where the occurrence"
or offense took place;
ii. The names and addresses of any injured
persons and witnesses; and
iii. The nature and location of any injury or
damage arising out of the occurrence" or
offense.
b) If a claim is made or suit" is brought against
the additional insured, the additional insured
must:
1. Immediately record the specifics of the
claim or suit" and the date received; and
ii. Notify us as soon as practicable.
The additional insured must see to it that we
receive written notice of the claim or suit' as
soon as practicable.
c) The additional insured must immediately
send us copies of all legal papers received in
connection with the claim or suit", cooperate
with us in the investigation or settlement of
the claim or defense against the suit", and
otherwise comply with all policy conditions.
d) The additional insured must tender the de-
fense and indemnity of any claim or suit" to
any provider of other insurance" which would
cover the additional insured for a loss we
cover under this endorsement. However, this
condition does not affect whether the insur-
ance provided to the additional insured by
this endorsement is primary to other insur-
ance" available to the additional insured
which covers that person or organization as a
named insured as described in paragraph 3,
above.
5. The following definition is added to SECTION V.
DEFINITIONS:
Written contract requiring insurance" means
that part of any written contract or agreement
under which you are required to include a
person or organization as an additional in-
sured on this Coverage Part, provided that
the bodily injury" and property damage" oc-
curs and the personal injury" is caused by an
offense committed:
a. After the signing and execution of the
contract or agreement by you;
b. While that part of the contract or
agreement is in effect; and
c. Before the end of the policy period.
Page 2 of 2 2005 The St. Paul Travelers Companies, Inc. CG D2 47 08 05
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40740-U01
SIGNED-U02
BOARD-U02
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DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
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MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
DO104214-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16740-U05
6-U06
AUTHORIZE-U07
THE-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
THE-U07
960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
DATABANK-U012
IMX-U012
SOFTWARE-U012
LICENSE-U012
MAINTENANCE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012
SIGNED BOARD REPORT AND SUPPO
?�EXHIBIT B
INSURANCE JUSTIFICATION
Vendor/Contractor Name: Databank IMX
Automobile Liability Additional Insured Endorsements
Business Justification:
The Vendor has supplied proof of Automobile Liability Insurance at the County required
level. NMC requests the Agreement be approved and the requirement for the Additional
Insured Endorsement for Auto Insurance be waived.
Harry Weis
Chief Executive Officer
t
Date: 1L 111
BIB]
40740-U01
SIGNED-U02
BOARD-U02
REPORT-U02
SUPPORTING-U02
DOCS-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99967-U03
AI103212-U03
DO104214-U03
C10-U03
BOARD-U03
REPORTS-U03
7/15/2011-U04
MARCELLAC-U04
16740-U05
6-U06
AUTHORIZE-U07
THE-U07
PURCHASING-U07
MANAGER-U07
NATIVIDAD-U07
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AMENDMENT-U07
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960-NMC-U08
RUIZ-IGNACIO-U09
MAEGAN-U09
RUIZ-IGNACIOM-U10
6/17/2011-U011
AGREEMENT-U012
DATABANK-U012
IMX-U012
SOFTWARE-U012
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MAINTENANCE-U012
SERVICES-U012
AT-U012
NMC-U012
IN-U012
AN-U012
AMOUNT-U012
TO-U012
EXCEED-U012
$229,563.65-U012
IN-U012
THE-U012
AGGREGATE-U012
$143,123.65-U012
THE-U012
PERIOD-U012
JULY-U012
1,-U012
2011-U012
TO-U012
DECEMBER-U012
31,-U012
2014.-U012