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HomeMy WebLinkAbout5284Contract Number: 5284- Vendor: 284 Vendor: SYSTEMS DESIGN WEST LLC Subject: PSA EMS Patient Transport Billing Department: Fire File Class: GS50-01-11 Rev. 3 General Begin Date: 1/1/2013 End Date: 12/31/2016 Review Date: 9/30/2016 Vault Date: Comments: Renews every two years unless terminated. HIPPA BAA 5/8/15 9- HIPAA Business Associate Addendum Between the City of Bremerton and Systems Design This Addendum is executed to ensure that Systems Design ("Contractor") will appropriately safeguard protected health information ("PHI") that is created, received, maintained, or transmitted on behalf of City of Bremerton in compliance with the applicable provisions of Chapter 70.02 RCW, the Uniform Health Care Information Act ("UHCIA") as amended, with Public Law 104-191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F — Administrative Simplification, Sections 261 etseq. ("HIPAA") as amended, and with Public Law 111-5 of February 17, 2009, known as the American Recovery and Reinvestment Act of 2009, Title XII, Subtitle D — Privacy, Sections 13400 et seq., the Health Information Technology and Clinical Health Act (the "HITECH Act") as amended. A. General Provisions 1. Meaning of Terms. The terms used in this Addendum shall have the same meaning as those terms defined in the UHCIA and HIPAA. Where definitions in the two Acts differ, UHCIA definitions shall control. 2. Regulatory References. Any reference in this Addendum to a regulatory section means the section currently in effect or as amended. 3. Interpretation. Any ambiguity in this Addendum shall be interpreted to permit compliance with the UHCIA and HIPAA. B. Obligations of Business Associate Contractor agrees that it will: 1. Not use or further disclose PHI other than as permitted or required by this Addendum or as required by law; 2. Use appropriate safeguards and comply, where applicable, with UHCIA security safeguards and the HIPAA Security Rule with respect to electronic protected health information ("e -PHI") and implement appropriate physical, technical and administrative safeguards to prevent use or disclosure of PHI other than as provided for by this Addendum; 3. Report to City of Bremerton any use or disclosure of PHI not provided for by this Addendum of which it becomes aware, including any security incident (as defined in the HIPAA Security Rule) and any breaches of unsecured PHI as required by 45 CFR §164.410. Breaches of unsecured PHI shall be reported to City of Bremerton without unreasonable delay but in no case later than 60 days after discovery of the breach; 4. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of Contractor agree to the same restrictions, conditions, and requirements that apply to Contractor with respect to such information; 5. Make PHI in a designated record set available to City of Bremerton and to an individual who has a right of access in a manner that satisfies City of Bremerton's obligations to provide access to PHI in accordance with RCW 70.02.080 and 45 CFR §164.524, as promptly as required under the circumstances, but no later than 15 working days after receiving a request; 6. Make any amendment(s) to PHI in a designated record set as directed by City of Bremerton, or take other measures necessary to satisfy City of Bremerton's obligations under RCW 70.02.100 and 45 CFR §164.526, as promptly as required under the circumstances, but no later than 10 days after receiving a request; 7. Maintain and make available information required to provide an accounting of disclosures to City of Bremerton or an individual who has a right to an accounting within 60 days and as necessary to satisfy City of Bremerton's obligations under RCW 70.02.020 and 45 CFR §164.528; 8. To the extent that Contractor is to carry out any of City of Bremerton's obligations under the UHCIA and HIPAA, Contractor shall comply with the requirements of the Acts that apply to City of Bremerton when Contractor carries out those obligations; 9. Make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Contractor on behalf of City of Bremerton, available to the Secretary of the Department of Health and Human Services for purposes of determining Contractor and City of Bremerton's compliance with HIPAA and the HITECH Act; 10. Restrict the use or disclosure of PHI if City of Bremerton notifies Contractor of any restriction on the use or disclosure of PHI that City of Bremerton has agreed to or is required to abide by under the UHCIA or 45 CFR §164.522; and 11. City of Bremerton may be subject to the Red Flags Rules (found at 16 CFR §681.1 et seq.) and in relation thereto has adopted an Identity Theft Prevention Program (Resolution No. 3081). Contractor agrees to assist City of Bremerton in complying with its Program and the Red Flags Rules by: (a) implementing policies and procedures to detect relevant Red Flags (as defined under 16 C.F.R. §681.2); (b) takinb all steps necessary to comply with the policies and procedures of City of 2 Bremerton's Identity Theft Prevention Program; (c) ensuring that any agent or third party who performs services on its behalf in connection with covered accounts of City of Bremerton agrees to implement reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft; and (d) alerting City of Bremerton of any Red Flag incident (as defined by the Red Flags Rules) of which it becomes aware, and the steps it has taken to mitigate any potential harm that may have occurred, and providing a report to City of Bremerton of any threat of identity theft as a result of the incident. 12. Comply with all current rules and regulations pertaining to the OIG Compliance Program for ambulance suppliers and any current special bulletins regarding LEIE recommended screening of employees and any subcontractors. C. Permitted Uses and Disclosures by Business Associate The specific uses and disclosures of PHI that may be made by Contractor on behalf of City of Bremerton include: 1. The preparation of invoices to patients, carriers, insurers and others responsible for payment or reimbursement of the services provided by City of Bremerton to its patients; 2. Preparation of reminder notices and documents pertaining to collections of overdue accounts; 3. The submission of supporting documentation to carriers, insurers and other payers to substantiate the healthcare services provided by City of Bremerton to its patients or to appeal denials of payment for the same; and 4. Other uses or disclosures of PHI as permitted by the UHCIA or HIPAA necessary to perform the services that Contractor has been engaged to perform on behalf of City of Bremerton. D. Termination City of Bremerton may terminate the Agreement if City of Bremerton determines that Contractor has violated a material term of this Addendum. 2. If either party knows of a pattern of activity or practice of the other party that constitutes a material breach or violation of the other party's obligations under this .Addendum, that party shall take reasonable steps to cure the breach or end the violation, as applicable, and, if such steps are unsuccessful, terminate the Agreement if feasible. 3. Upon termination of the Agreement for any reason, Contractor shall return to City of Bremerton or destroy all PHI received from City of Bremerton, or created, maintained, or received by Contractor on behalf of City of Bremerton that Contractor still maintains in any form. Contractor shall retain no copies of the PHI. If return or destruction is infeasible, the protections of this Addendum will extend to such PH -1. City of Bremg��: Signature: Title:��«� Date: / _ is Agreed to this 30th day of March, 2015. Systems Design Signature: Title: <f-1EZ Date: M Contract Number• 5284 Vendor SYSTEMS DESIGN WEST LLC Subject: PSA EMS Patient Transport Billing Department: Fire File Class LEG 12-1 Begin Date 1/1/2013 End Date• 12/31/2014 Review Date: 9/30/2014 Vault Date: Comments. Renews every two years unless terminated. PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("AGREEMENT") is made and entered into this 1st day of January, 2013 by and between, City of Bremerton ("Fire Department") 911 Park Avenue Bremerton, WA 98337, and Systems Design West, LLC a Washington limited liability company having their principal place of business located at 19265 Powder Hill Place NE Poulsbo, Washington 98370 hereinafter referred to as the ("Consultant") Collectively the Fire Department and the Consultant shall be known as the "PARTIES". RECITALS: (a) WHEREAS, the Fire Department and the Consultant desire to enter into a "Professional Services Agreement", (b) NOW, THEREFORE, in consideration for the mutual obligations contained herein the Fire Department and the Consultant, each intending to be legally bound by this agreement, hereby mutually covenant and agree as follows 1. SCOPE OF SERVICES The Consultant shall provide to the Fire Department specific services related to the billing and payment processing of EMS patient transport services that are provided to the general public by the Fire Department The following Scope of Services shall be incorporated into this contract as general services performed by the Fire Department and the Consultant under this agreement 11 The Fire Department, with assistance from Consultant, shall apply for Provider Status or updated Status with Medicare, Medicaid, and all public and private insurances which will be billed as a part of this Scope of Services The Fire Department shall assist the Consultant to obtain the necessary certifications, numbers and documentation needed for Consultant to provide the services identified in sections 12 and 13 below. The Fire Department agrees to furnish and assist the Consultant with the following (a) , The Fire Department agrees to provide a complete and legible "PCR" (Patient Care Report) to the Consultant including patient name, address and pertinent billing and insurance information from the field, including a copy of the patient signature for authorization of benefits and responsibility for payment, authorizing billing of Medicare, Medicaid and any insurance the patient is a subscriber to The original patient signature must be maintained by the Fire Department and made available to the Consultant and/or insurance payers upon request Each batch of PCRs sent to the Consultant for billing shall be accompanied by a Batch Log, wherein each transport is itemized and identified as to level of service and total amount billed by the Fire Department The amounts to be billed will be determined by the Fire Department in the form of a resolution or ordinance to be incorporated into this agreement as an attachment exhibit (b) The Fire Department agrees to furnish the Consultant with hospital ER forms (face/admit sheets) with demographic and insurance information attached to the PCR Copies of any payments made directly to the Fire Department will be forwarded to the Consultant for accounting purposes in a timely manner The Fire Department agrees to generate any refund checks due to overpayments identified by the Consultant directly to the payer to which the refund is due, based on detailed information provided by the Consultant The Fire Department shall provide additional information as may be required by insurance companies or other agencies in order to facilitate the Consultant's obligations to the Fire Department (c) The Fire Department agrees to furnish to the Consultant to be made part of this agreement as an attachment resolutions pertaining to this Scope of Services, specific write off policies, collections procedures, rates and fees to be charged by the Fire Department and administered by Consultant as part of the Scope of Services performed under this agreement 12 Upon receipt of the PCRs and Batch Log from the Fire,Department, the Consultant shall set up a patient account in Consultant's proprietary software application and create a patient record; perform all billing operations including follow up statements and any necessary rebelling of EMS patient transport services provided by the Fire Department to the subscriber's medical insurances, Medicare, Medicaid and any and all known secondary insurance providers, produce and forward CMS 1500 forms and/or electronic medical claims per payer's rules and regulations within the legal boundaries of all federal and state laws, produce and mail an initial invoice and subsequent statements to all private patient accounts on behalf of the Fire Department, file any applicable appeals to insurance payers and/or Medicare and Medicaid on behalf of the patient if necessary to pursue the claim 13 The Consultant shall receive at its facilities all payments (except those directly deposited into the Fire Department's account by insurances and Medicare/Medicaid via EFT) Explanations of Benefits and Electronic Remittance Advices; account for all payments, deposit all funds directly into the Fire Department's "deposit only" account, forward deposit information to the Fire Department within 24 hours of such deposit, initiate and forward refund information and adjustments made on behalf of the patient's account to the Fire Department. The Consultant shall provide to the Fire Department a minimum of four (4) standard reports each month including a) Aged Accounts Receivable b) Month End Summary c) Annual Collection Statistics d) Transaction Journal These reports will include information related to amounts billed, amounts collected and uncollected, insurance and Medicare/Medicaid allowable and disallowable 14 The Consultant shall provide live customer service to Fire Department's patients via toll free phone numbers to answer patient billing questions Monday through Friday from 8 00am through 6 00 pm, Pacific Standard Time (except Federal holidays) 15 The Consultant shall provide all labor, materials and equipment necessary to perform the work specified in the above scope of services The Consultant shall provide to the Fire Department at no cost a copy of a proprietary Data Exchange software application to enable the Fire Department to Batch & Value reports and transmit them electron icaIly'to the Consultant 2 FEES, EXPENSES, & PAYMENT For and in consideration of the services provided by the Consultant identified above, the Fire Department shall pay to the Consultant an amount not to exceed $ 20.50 per transport plus actual postage for patient invoices and statements per the Scope of Services performed under this agreement The Fire Department shall remit payment for services rendered under this agreement to the Consultant within 30 days from receipt of Consultant's monthly invoice to the Fire Department 3. PAYMENT OF TAXES. The Consultant shall be liable for any and all federal, state, and local sales, excise taxes and assessments as a result of the payment for services rendered under this agreement 4 TERM OF AGREEMENT The Consultant shall commence the work called for in this agreement on the date of the agreement and perform such work uninterrupted for two years and automatically renew upon the anniversary date for an additional two year term unless the agreement is terminated by either party This agreement may be amended by written document signed by both parties of the agreement 5 SCHEDULE OF ATTACHMENT EXHIBITS The following attachments are acknowledged by the parties and made part of this Agreement # 1 Rates to be charged per transport (to be amended from time to time) # 2 State of Washington Records Storage Policy # 3 Systems Design Liability Insurance policies # 4 Business Associate Agreement 6 INDEPENDENT CONSULTANT STATUS The Consultant performs this Agreement as an independent Consultant, not as an employee of Fire Department Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of point venture between the parties hereto, it being understood and agreed that neither method of computation of payment nor any other provision contained herein nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of Fire Department and an independent Consultant 7 TERMINATION Either party may terminate this agreement with a minimum of 30 days notice to the other party The Consultant shall upon termination by either party provide 60 days of follow up service to the outstanding patient accounts including posting payments, making deposits, and two (2) months of follow up reports to the Fire Department Consultant shall deliver and document the return of all documentation in Consultants possession per the attached "Records Storage Agreement" In the event this agreement is terminated by either party and the terms for payment for services include a percent of collections method, Fire Department shall pay to Consultant the agreed upon percentage of collected revenues until all accounts created by Consultant are settled 8 INSURANCE. The Consultant shall maintain statutory minimum Worker's Compensation or Labor and Industry insurance as required by the laws of any state or country in which Services are performed The Consultant will provide and make as part of this agreement as an attachment, a certificate of liability insurance with a minimum amount of commercial general liability of $ 1,000,000 per occurrence and an aggregate of $ 2,000,000 and maintain such insurance for the duration of this agreement The Consultant shall provide an annual updated Certificate of Insurance to the Fire Department upon the policy expiration date The Consultant's insurance shall be primary insurance as respects the City and it shall'be an affirmative obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, attn Risk Management, 345 6th Street, Suite 600, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. 9 END USER SOFTWARE USE & CONFIDENTIAL INFORMATION The term "CONFIDENTIAL INFORMATION AND SOFTWARE" shall mean (i) any and all Information and proprietary software which is disclosed or provided by either party ("OWNER OF THE INFORMATION") to the other ("RECIPIENT") verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary, and (n) Confidential Information may include, but not be limited to, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, client lists, employee information, and financial information, confidential information concerning Fire Department and Consultant's business or organization, as the parties have conducted it or as they may conduct it in the future In addition, Confidential Information may include information concerning any of past, current, or possible future products or methods, including information about research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, leasing, and/or software (including third party software) 9 1 TREATMENT OF CONFIDENTIAL INFORMATION Fire Department's Confidential Information shall be treated as strictly confidential by Recipient and shall not be disclosed by Recipient to any third party except to those third parties operating under non -disclosure provisions no less restrictive than in this Section and who have a justified business "need to know" Fire Department shall protect the deliverables resulting from Services with the same degree of care This agreement imposes no obligation upon the Parties with respect to Confidential Information which either party can establish by legally sufficient evidence (a) was in the possession of, or was rightfully known by the Recipient without an obligation to maintain its confidentiality prior to receipt from Fire Department; (b) is or becomes generally known to the public without violation of this Agreement, (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality, (d) is independently developed by Recipient without the participation of individuals who have had access to the Confidential Information, or (e) is required to be disclosed by court order or applicable law, provided notice is promptly given to the Fire Department and provided further that diligent efforts are undertaken to limit disclosure This agreement does not impose upon either party a duty of care or any other obligation to a third party 9 2 CONFIDENTIALITY AND DISCLOSURE OF PATIENT INFORMATION Use and Disclosure of Protected Health Information The parties hereto agree that in order for the Consultant to perform its duties as expected by the Fire Department, it will be necessary for the Consultant to use and disclose Protected Health Information ("PHI"), as such term is defined at 45 CFR §164 501 The parties of this agreement further acknowledge and make part of this agreement as an attachment to this agreement a "Business Associate Agreement" to be maintained and updated whenever applicable by either party of this agreement 9 3 PERMITTED AND REQUIRED USES AND DISCLOSURE OF PHI The Parties hereto agree that the Consultant may use and disclose PHI in order to carry out any Payment function covered under the definition of "Payment" contained in 45 CFR §164 501 The Parties hereto further agree that the Consultant may use or disclose PHI for any use or disclosure that is required by law 10 INDEMNITY Each Party ("INDEMNIFYING PARTY") shall indemnify and hold the other Party ("INDEMNIFIED PARTY") harmless against any third party claim, including costs and reasonable attorney's fees, in which the Indemnified Party is named as a result of the negligent or intentional acts or failure to act by the Indemnifying Party, its employees or agents, while performing its obligations hereunder, which result in death, personal injury, or tangible property damage This indemnification obligation is contingent upon the Indemnified Party providing the Indemnifying Party with prompt written notice of such claim, information, all reasonable assistance in the defense of such action, and sole authority to defend or settle such claim 11 SURVIVABILITY The terms of Section 8 and 9 shall survive termination of this Agreement If the Parties have executed a separate agreement that contains confidentiality terms prior to or contemporaneously with this Agreement, those separate confidentiality terms shall remain in full force to the extent they do not conflict The "Business Associate Agreement" has terms incorporated to establish the continuance of covenants for the parties to disclose PHI for the continued operations of "Payment" 12 WARRANTIES AND REPRESENTATIONS Each party warrants that it has the right and power to enter into this Agreement and an authorized representative has executed this Agreement Consultant warrants that the Services will be performed in a professional and workmanlike manner in accordance with recognized industry standards To the extent Services provided by Consultant are advisory, no specific result is assured or guaranteed Consultant EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED 13 NOTICE Any notice, demand, request, consent, approval, or other communication that either party desires or is required to give to the other party related to any of the content of this agreement shall be presented in writing and served personally or sent by prepaid, first class mail to the addresses set forth below Either party may change its address by notifying the other party of its change of address in writing Fire Department City of Bremerton Fire Department 911 Park Avenue Bremerton, WA 98337 Consultant Systems Design West, LLC 19265 Powder Hill PI NE Poulsbo, WA 98370 14 NONWAIVER No modification to this Agreement nor any failure or delay in enforcing any term, exercising any option, or requiring performance shall be binding or construed as a waiver unless agreed to in writing by both parties No delay or omission of the right to exercise any power by either party shall impair any such right or power, or be construed as a waiver of any default or as acquiescence therein One or more waivers of any covenant, term or condition of this Agreement by either party shall not be construed by the other party as a waiver of a subsequent breach of the same covenant, term or condition 15 APPLICABLE LAW The laws of the State of Washington shall govern the construction, validity, performance and enforcement of this Agreement Venue as to any action, claim, or proceeding arising out of, or based upon this Agreement, including, but not limited to, any action for declaratory or injunctive relief, shall be the Superior Court in Kitsap County the State of Washington Each party is responsible for its own attorney's fees and litigation costs 16 CONFLICT OF INTEREST. The Consultant covenants, warrants and represents that the Consultant or any employees of Consultant has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner with the subject matter or the performance of this Agreement The Consultant further covenants, warrants and represents that in the performance of this Agreement, no person having any such interest shall be employed by the Consultant in the future 17 ENTIRE AGREEMENT This Agreement and any schedules, appendices, attachments and exhibits attached hereto sets forth all of the covenants, promises, agreements, conditions and understandings between the parties hereto, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than as herein set forth Except as herein otherwise expressly provided, no contemporaneous or subsequent agreement, understanding, alteration, amendment, change or addition to this Agreement, or any schedule, appendix, exhibit or attachment thereto shall be binding upon the parties of this Agreement hereto unless reduced to writing and signed by both parties This Agreement constitutes a final, complete and exclusive statement of the agreement between the parties The Parties hereby agree to all of the above terms, conditions, covenants and have executed this Agreement by a duly authorized representative Dated this 2% Aday of gnu -ST , 2013 City of Bremerton "Fire Department" By Print f /-"O'K Title 144 Dated this u neday of 2013 Systems Design West, LLC "Consultant'_' By Print / Aiyk Title� 401q,4r z 4;wt 'v FIRE DEPARTMENT — RATE 'TABLE E All Rates Listed Are "Not To Exceed" Fees E. FIRE DEPARTMENT RATE 1. REGULATORY LICENSE FEES Washington Fire Chiefs BMC 9 48 Fireworks Stands / Displays $100/stand/yr BMC 18 06 Ambulance Services Washington Fire Chiefs Ambulance Inspections $60/veh 2. AMBULANCE TRANSPORT FEE IFC Rates** 9. ALS Residents $550 10. ALS -2 $650 11. ALS Non -Residents $650 *Washington Fire Chiefs Association Wage & Equipment Rates BLS Residents $425 BLS Non -Residents $500 Mileage $11 00/mile 3. EMS SERVICE CALL TO ASSISTED LIVING, LONG $100 After first response per TERM CARE AND ADULT CARE FACILITIES quarter 4. RE -INSPECTION FEE $5600 5. HAZARD MATERIALS RESPONSE Rice Hull Ash Actual Cost per Bag Absorbent Pads Actual Cost per Bag 6. STAND -BY -TIME Per crew of 3 $98/hour Fire Engine — Crew of 4 $115/hour 7. ACTIVE FIREFIGHTING Resolution No 3185 Fire Engine Washington Fire Chiefs Published Rate* Aerial Ladder Washington Fire Chiefs Published Rate* 8. SPRINKLER/FIRE ALARM PLANS IFC Rates** 9. FIRE WATCH $50 00/hour 10. AFTER HOURS INSPECTION Actual Cost 11. RUSH PLAN REVIEW Actual Cost *Washington Fire Chiefs Association Wage & Equipment Rates for the Washington State Fire Service **International Fire Code Resolution No 3185 Records Storage Policy Per the following Washington RCW (Revised Code of Washington) 40 14 010, the definition of public records applies to payment information obtained by Systems Design "Contractor" under Scope of Services of the Professional Services Agreement of which the parties have hereby entered into RCW 40 14.010 Definition and classification of publication records As used in this chapter, the term "public records" shall include any paper, correspondence, completed form, bound record book, photograph, film, sound recording, map drawing, machine-readable material, compact disc meeting current industry ISO specifications, or other document, regardless of physical form or characteristics, and including such copies thereof, that have been made by or received by any agency of the State of Washington in connection with the transaction of public business, and legislative records as described in RCW 40 14 100 For the purposes of this chapter, public records shall be classified as follows (1) Official public records shall include all original vouchers, receipts, and other documents necessary to isolate and prove the validity of every transaction relating to the receipt, use, and disposition of all public property and public income from all sources whatsoever, all agreements and contracts to which the State of Washington or any agency thereof may be a party, all fidelity, surety, and performance bonds, all claims files against the State of Washington or any agency thereof, all records or documents required by law to be filed with or kept by any agency of the State of Washington, all legislative records as defined in RCW 40 14 100, and all other documents or records determined by the records committee, created in RCW 40 14 050, to be official public records Per RCW 40 14 060 these documents will be stored per the referenced code RCW 40 14 060 Destruction, disposition of official public records or office files and memoranda — Record retention schedules (1) Any destruction of official public records shall be pursuant to a schedule approved under RCW 40 14 050 Official public records shall not be destroyed unless (a) Except as provided under RCW 40 14 070(2)(b), the records are six or more years old, (b) The department of origin of the records has made a satisfactory showing to the state records committee that the retention of the records for a minimum of six years is both unnecessary and uneconomical, particularly if lesser federal retention periods for records generated by the state under federal programs have been established, or (c) The originals of official public records less than six years old have been copied or reproduced by any photographic or other process approved by the state archivist which accurately reproduces or forms a durable medium for so reproducing the original (2) Any lesser term of retention than six years must have the additional approval of the director of financial management, the state auditor and the attorney general, except when records have federal retention guidelines the state records committee may adjust the retention period accordingly An automatic reduction of retention periods from seven to six years for official public records on record retention schedules existing on June 10, 1982, shall not be made, but the same shall be reviewed individually by the state records committee for approval or disapproval of the change to a retention period of six years Recommendations for the destruction or disposition of office files and memoranda shall be submitted to the records committee upon approved forms prepared by the records officer of the agency concerned and the archivist The committee shall determine the period of time that any office files or memorandum shall be preserved and may authorize the division of archives and records management to arrange for its destruction or disposition Systems Design West, LLC "Contractor" a Party to the Professional Services Agreement of which this attachment is made part agrees to administer and adhere to RCW 40 14 060 regarding all qualifying "Provider" documents including but not limited to payer records, EOBs, EFT information, ERA information related to all payment transactions Original patient signatures received will be scanned and stored electronically and/or the original document will be stored by the Contractor for the entire duration of the Professional Services Agreement entered into by the parties, including any future term extensions Upon termination of the Professional Services Agreement by either party, the Patient Signature documents will be turned over to the Provider and signed for by an authorized agent of the Provider All other documents related to the requirements of the scope of work of the referenced Professional Services Agreement related to Patient Information that are not required to be retained by any federal, state or local laws will be stored for use either electronically or as paper documents by the contractor for a minimum of 3 years from the date of receipt and then returned to the owner party of this agreement or destroyed upon written direction of the owner A� p' CERTIFICATE OF LIABILITY INSURANCE °A 01 1 /07/2Df3712DI3 THIS CERTIFICATE 1S ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CEER17FICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OFINSURANCE eCEDOES NOT TE HOLDER.CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S). AUTHORIZED tMPORTANT lithe certificate holders an ADDITIONAL INSURED, the pol►cy(tes) must be endorsed if SUBROGATION iS WAIVED, subject to the tomo and conditions of the policy, certain policies may requrre an endorsement A statement on this cerUftcate does not Confer rights to the carollcata holder in lieu oT such andom ment(s) ' PRODLI R 11,415=Debra Gnn Aiibee Debra Linn Atf O E MAiLa•Exi3 3O I ZZ13O00 c E �cJR N_l. 364fi3Z3B24_ Farmers insurance Group 1.APRLF4*, .mexllnaQyahoQ.rxlm PO BOX 413 INSURERS} AFFORDING COVERAGE Pouisbo WA 88370 rRA Cctotty Insurartca Compa_,n„7�_ i I tsuno "1sunex o Systems Des,gn Wast LLC 19265 Powder HSt Place NE Ixgymac Poulsbo, WA WTOINSURER O: IusuReA e IVSUAEAF COVERAGES CERTIFICATE NUMBER, REVISION NUMBER. THIS IS TO CERTIFY THAT THE POLICIES Of INSURANCE LISTED BELOW HAVE BEEN +SSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIRETIENT. TERM OR COhDfTION OF ANY CONTRACT OR OTHER DOCUMENT WTH RESPECT TO V4i1CH Tfi1S CERTIFICATE W%Y BE ISSUED OR MAY PERTAIN THE INSURAraCE AFFORDED BY THE POUCIES DESCRIBED HEREIN IS SUS}ECT TO ALL THE TEkriu EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHORN 141Y HAVE SEEN REDUCED BY PAID CLAIMS _ tLTA I T/PEOFINSURANCE L66L�ii r POLICYNI)II&ER PmuCY u mmmyrm I Limts hEitP1.A'r1UAMTY , ! Evm=Jam-NCE Is IT, COMMERC1ALGENERAI.UADMITY E1 _ FR°� 9{ t�I{i__ ! 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IDT ' I '-E- - EL I.tCH ACCOENT Im"PROPRE70RPARINEAIF][ECLJTRS OFFICIUVEMDGR EXCWDEC) C IIIA s £ L DISEASE EA SFPLOYCl3 4 I (sI>nd,wry rn rtttJ rc�tieL7CDu'GfX i 1 , f £L OI�..SE-POLICY LtAeT S i A NerworR Secutlty and PnvaC/ L1abilrtyIl-1- {I z 1491 0111112013 1I OV1112014 per Cie, l=urcesce i I -+ 51,000040 aggreg am CCSCMPTICNOFOPEPA71MILOCATKX%SrvDOCLEs tAttwnACORDmI A�fiCanL Remyks EsretaL, tlu drospaeAb ragnirrtl) , i I CERTIFICATE HOLDER CANCELLATION City of Bremerton Fire Department SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE INS EXPIRATION DATE THEREOF, NOTICE PALL BE DELIVERED IN 911 Park Avenue ACCORDANCE WftH THE POLICY PROVISIONS I Bremerton, WA 98337 I AI, CORPORATION. All rights reserved ACORD 26 (2010105) The ACORD name and logo are registered TR`9" of ACORD A D CERTIFICATE OF LIABILITY INSURANCE �o;�; j-2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDEP, 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, ANDTHE CERTIFICATE HOLDER. IMPORTANT: If the cortiticato holder is an ADDITIONAL INSURED, the policy((-) must be endorsed If SUBROGATION iS WAIVED, subject to tho terms and condlUons of the policy, certain policies may require an ondorsemont A statement on this certificate does not confer rights to die certificate holder In lieu of such ondorsement(s) PP.DDJCCa NAVE. I Rctra Urn rTpbao _ 1 Onars L,nn AllbeeOhl. FAX A'Q rE Elk 3ED.-IZ i.44QQ rLaL?$4547e3"23`_i iarmcrs Insurance Group neo Ess. marlinp(wpj)pp-COm _ PO COX 413 INSUft fagj AFFORDING COVERAGE NAfe Pouisbo WA 98370I�srrRER� Cotol�r Insurance Company i rlt„ tR:o - -- -- _ ! SystemItisl.Rcrta s Decagn West LLC 19253 Powder Hill Place N£ iesuRrxe -- — -- - -- - i Poulsbo MI 98370 IASURERO IVaURER E ( COVERAGES CERTIFICATE NUMBER. REVISION NUMBER. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTNAThSTANDING ANY REOUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT %%1TH RESPECT TO VAHICH THIS I CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THC INSURANCE AFFOROED BY THE POLICES DESCRIBED HEREIN IS SUBJECT To ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMIT$ SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS �asaPpmEsa NPiQLTf^rY� QP I M,F OF 1a5tlR1NCE .velu..n anti lbRlaFC lftltrnnNw.,, .i 1.= i GE'tF.RALLIAi'GtTY I � EACH OCCURRENCE I. I COMMERCIAL Ct W-ftn. LL4aiRY _ 1 CLANS -MADE J OCCUR 11j.. I � r?R-�1.UAE�acma�al MED EXP (ATI ms ,i) S 1 PERSONAL A ADVIIIJURY S � GENERALACGREGATE S GE VLAGGR_EGATEtUffAPFUctSPER " r ODUCTS C21@WAGO f PR0. F-1 �i I I� np+ y tor.I 1 S AUTOMOBILE LiAoiury z ANYAW0, 80DILYINJURY(Po•rersa.) S OJVED DUIED iAMGSAU--0 �_ ECOMY INJURY (PW aGea+t) S -- -- - j rr I N�� MI; PROAElA1i&IJAa6'— ' { 6 MIRED A,rrOS S t 1 I� ' S J 08RELU1 t1A0 "().-CUR EACHOCCURRENCE I S AGCREGAIC S I EXCESS WO CLAIMS MACE� �I _ I DEC 1 fl°TEr.noNS _ 161dRKERSCW.00 ATION I I 1ws 2 OtN AND EMPLOYERS UABARY Y/N AW AIDPR=ORIPARI NENF--XECUTIW +F� TQ$�[J-,4t+TS) ER n O"CEIMEVaM EXC(JOEa? rrlAr EL FACH ACG..EN7 S —^ @4naata'YMNiq , EA EMPLO S 1 Iry*& Cacmis u+a-v o n c can ((��e--L-DISEASE t , #EL DISE Ase POLIrI'LNIR t al Errors and O�slons t t A Profess a� �1 2eaa191 �000 cutr_rce Ot1i 12413101/1 If ---O'.4 OW per ctalmta II I I $1,000.000 aggrega's OEaCFVYIWRVY V.'CIt{11A:ryP.i Hw,WrvarvcaWLLi iX,fKnMw,w .V. —nlnWFia—vuu n—*Paco is fan"Iranl i Certificate Holder is additional Insured City of Bremerton Fire Department 911 Park Avenue ' Bremerton, WA 98337 ACORD 25 (2010105) The ACORD nano and logo are SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION TE THEREOF, NOTICE WILL BE OELTVEREO UJ ACCORDANCE WITH YNE POLICY PROVISION& 11 r� ofACORD rights reserved Commercial Certificate of insurance Agency . Dehra Linn Allbcc thane . PO $ox 413,19168 B knsen %V;* & • Poulsbo, WA 93370 Address st 79 Distt3 Agent 379 Insured . Sysscm Design 1Vcst t LC Seamy 1'.1263 Powdor Hill Plae.c NI. fs. • Poulsbo,%VA 98370 ' Address w.us FARMERS issue Date (MINDI)NYi t01104113 t This certificate a issued as a ratter of lafotmation only and con ers no rt lits upon the certdlcate holder Tins certificate does not amend, extend or alter the coverage afforded by the policies shossn below Companies Providing Co} cragc- company A Ttuch hi.utunce Fsclurs t: Letuu Cxsrnron) B Farmers Insurance Exchange Lahr company C Mid -Century Insurance Company Lena cnripam D (hs,lers S Contractors Prot t Automobile Liability All Owned Commercial Autos Scheduled Autos 1 x ' Hired Autos ` )e , Von Owned Autos i f Garage !.lability Umbrella Liability Ij Workers' Compensation and Employers Liability j DesrriptIon of Operator/Whn.ics/Restrictinns/Speciai loans CLrol'ILute Holder listed as additional insured Certificate Holder f �3°te City of Bremerton Fire Department 911 Park Avenue AJdress Bremerton, WA 98337 iticdial rxpense ' Coverages This Is to cer.tfy that the policies of insurance listed beloss hate Mtn issuLd to the Insured named above for the policy period indimted Crotw,tlistandarig any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the Irsurant+• afforded by the policies described herein is subject to all the temp exclusioru and condmons of sr.ch policies Limits sbossn tray lute been reduced by _ paid claims co Type of Insurance Policy Number rpolicy Flieuise Dale ria ) rt1 - _ _ __ Policy Fxpuatlon (y — Policy Limits Da,e Vm.VDL% A) cy Lu Limit L — C Genial Liability 1605073812 0111111 0111 I/14 I Gcn"'l, gresace $ 2,000,000 i , Products•ComVOPS i x Commercial General' Budll) Inlu)iy ;ptraaidrnt S ) Aggregate S1,000000 i Liability CertgeAggogate s i Personal & { fe - Occurrence Version AdtsrllslnGUguty IS 11000.000 'I � I Contractus!-lrmdcirial t S &cb Otxnrruice I 1.000.000 t Only i � Fire Damage ` (Arty one fire) i S 75 000 (hs,lers S Contractors Prot t Automobile Liability All Owned Commercial Autos Scheduled Autos 1 x ' Hired Autos ` )e , Von Owned Autos i f Garage !.lability Umbrella Liability Ij Workers' Compensation and Employers Liability j DesrriptIon of Operator/Whn.ics/Restrictinns/Speciai loans CLrol'ILute Holder listed as additional insured Certificate Holder f �3°te City of Bremerton Fire Department 911 Park Avenue AJdress Bremerton, WA 98337 I limit s Statutory Each Accident i S DIM. Se Luh Empin)ee.S _ Disease Policy 1.1mit I S 1:aptellatl0tl Should any of the abote described polities be cancelled before dw rxpuation data thereof theis; ftcompa v wilt endeavor to mail 30 days written notice to the ccrilacate td(de is It but Allm Allure to matt such notice sluff Imli nsr un obligauo ar a any d upon the company, its agents or represetnauvrs ser. 11197 494 CODY Distribution Selvlre Center Conv and AecnL's Con4 ti ray iticdial rxpense ^ 1 (Any one pmon) $5,000 Combined Single 1 Limit S i Bodily Injury (Per persol) S Budll) Inlu)iy ;ptraaidrnt S Propett) Damage s CertgeAggogate s I limit s Statutory Each Accident i S DIM. Se Luh Empin)ee.S _ Disease Policy 1.1mit I S 1:aptellatl0tl Should any of the abote described polities be cancelled before dw rxpuation data thereof theis; ftcompa v wilt endeavor to mail 30 days written notice to the ccrilacate td(de is It but Allm Allure to matt such notice sluff Imli nsr un obligauo ar a any d upon the company, its agents or represetnauvrs ser. 11197 494 CODY Distribution Selvlre Center Conv and AecnL's Con4 ti ray POLICY NUMBER- 605073812 SUSINESSOWNERs SP 04 47 0197 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - VENDORS This endorsement modifies insurance provided under the following BUSINESSOWNERS POLICY SCHEDULE" Name Of Person Or Organlzation (Vendor), City of Bremerton Fire Department Your Products, Information required to complete this Schedule, if not shown on this endorsement, veli be shown in the Decla- rations The following is added to Paragraph C Who Is An Insured in the Bustnessowners Liability Coverage Form 4 Any parson or organization (referred to below as vendor) shown In the Schedule is also an insured, but only with respect to "bodly injury" or ' property damage" ansing out of "your products" shown in the Schedule which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions a. The insurance afforded the vendor does not apply to (1) `Bodily injury" or "property damage" for which the vendor is obligated to pay dam ages by reason of the assumption of Ilabii ity in a contract or agreement This exclu- sion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement, (2) Any express warranty unauthorized by you (3) Any physuwJ or chemical change in the product made intentionally by the vendor: (4) Repackaging, unless unpacked solely for the purpose of Inspection, demonstration, testing or the substitution of parts under In- structions from the manufacturer, and then repackaged in the original container, (5) Any failure to make sucn inspections, ad- tustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, In connection with the distribution or sate of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendors premises in con- nection with the sale of the product, (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or Ingredient of any other thing or substance by or for the vendor b This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container entering Into, accompanying or containing such products SP 04 47 0197 Copyright, Insurance Services Oh.ce, Inc 1997 Page 1 of 1 L7 BUSINESS ASSOCIATE AGREEMENT THIS BUSINESS ASSOCIATE AGREEMENT (this "Agreement") is made this 1st day of January, 2013, between City of Bremerton 911 Park Avenue Bremerton, WA 98337 duly organized under the laws of the State of Washington (the "Provider"), and Systems Design West, LLC a limited liability Company duly organized under the laws of the State of Washington (the "Consultant") This Agreement supplements and is made part of an agreement entitled "Professional Services Agreement" entered into by the Provider and the Consultant WITNESSETH: WHEREAS, the Provider and the Consultant desire to enter into a 'Business Associate Agreement", NOW, THEREFORE, in consideration for the mutual obligations contained herein the Provider and the Consultant, each intending to be legally bound, hereby mutually covenant and agree as follows 1 Term This Agreement shall be effective as of the date above Subject to the provisions of Section 3 of this Agreement, this Agreement shall remain in full force and -effect for as long as the Provider utilizes the services of Consultant 2 Use and Disclosure of Protected Health Information The parties hereto agree that in order for the Consultant to perform its duties as expected by the Provider, it will be necessary for the Consultant to use and disclose Protected Health Information ("PHI"), as such term is defined at 45 CFR §160 103 21 Permitted and Required Uses and Disclosures of PHI The parties hereto agree that the Consultant may use and disclose PHI in order to carry out any Payment function covered under the definition of "Payment" contained in 45 CFR §164 501 The parties hereto further agree that the Consultant may use or disclose PHI for any use or disclosure that is required by law 3 Termination by the Provider for Breach Pursuant to 45 C F R §164 504(e)(2)(111), the Provider may terminate this Agreement if the Provider determines that the Consultant has breached a material term of this Agreement In the event of a material breach of the Consultant's duties and responsibilities contained in Sections 4 Through and including 4 10 of this Agreement, the Provider may immediately terminate this Agreement upon written notice to the Consultant In the event of a claimed material breach of any other provision of this Agreement by the Consultant, the Provider shall give the Consultant written notice of the alleged material breach The Consultant shall have ten (10) days from the date of any written notice of breach to cure the alleged breach In the event the Consultant cures the alleged breach within the ten (10) day time period, this Agreement shall remain in full force and effect In the event that the Consultant fails to cure the alleged breach within the ten (10) day time period, this Agreement shall terminate 31 Termination by the Consultant for Breach In the event of a claimed material breach of any provision of this Agreement by the Provider, the Consultant shall give the Provider written notice of the alleged material breach The Provider shall have ten (10) days from the date of any written notice of breach to cure the alleged breach In the event the Provider cures the alleged breach within the ten (10) day time period, this Agreement shall remain in full force and effect In the event that the Provider fails to cure the alleged breach within the ten (10) day time period, this Agreement shall terminate Duties and Responsibilities of the Consultant. 4 Restrictions on Use and Disclosure of PHI The Consultant shall not use or further disclose any PHI other than as permitted or required by this Agreement, or as required by law, 41 Safeguarding of PHI The Consultant shall use appropriate safeguards to prevent the use or disclosure of PHI other than as provided for in this Agreement, 42 Reporting of Unauthorized Use or Disclosure of PHI The Consultant shall report to the Provider any use or disclosure of PHI not provided for by this Agreement of which the Consultant becomes aware, 43 Protection of PHI by Agents and Subcontractors The Consultant shall ensure that any agents, including any subcontractors, to whom it provides PHI received from, or created or received by the Consultant on behalf of the Provider, that the agent agrees to the same restrictions and conditions that apply to the Consultant with respect to such PHI, - 44 Access to PHI The Consultant shall make available PHI in accordance with 45 CFR §164 524 Within ten (10) days after receipt of a request from the Provider for access to PHI in the possession of the Consultant, the Consultant shall make such PHI available to the Provider Within ten (10) days after receipt of a request from an individual for access to PHI in the possession of the Consultant, the Consultant shall forward such request to the Provider, 45 Amendments to PHI Within ten (10) days after receipt of a request from the Provider for an amendment to any PHI, the Consultant shall make the requested PHI available to the Provider for amendment and shall incorporate any such amendments into the PHI in accordance with 45 CFR §164 526 Within ten (10) days after receipt of a request from an individual for an amendment to any PHI, the Consultant shall forward such request to the Provider, 46 Accountings Within ten (10) days after receipt of notice from the Provider that the Provider has received a request from an individual for an accounting of disclosures of PHI regarding the individual during the six (6) years prior to the date on which the accounting was requested, the Consultant shall make available to the Provider such information as is in the Consultant's possession and is required for the Provider to provide an accounting of disclosures of PHI to the individual in accordance with 45 CFR §164.528; 47 Internal Practices, Books, and Records The Consultant shall make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by the Consultant on behalf of the Provider available to the Secretary of the Department of Health and Human Services for purposes of determining the Provider's compliance with Subpart E of Part 164 of Title 45 of the Code of Federal Regulations, and, 48 Duties with Regard to PHI upon Termination of this Agreement At termination of this Agreement, if feasible, the Consultant shall return or destroy all PHI received from or created or received by the Consultant on behalf of the Provider that the Consultant still maintains in any form and retain no copies of such PHI If such return or destruction is not feasible, the Consultant shall extend the protections of this Agreement to the PHI and limit further uses and disclosures of the PHI to those purposes that make the return or destruction of the PHI not feasible 4 9 Agreement to Mitigate Consultant agrees to mitigate, to the extent practicable as determined by the Consultant, any harmful effect that is known to Consultant of a use or disclosure of PHI by Consultant in violation of the requirements of this Agreement, and to promptly communicate to Provider any actions taken pursuant to this paragraph 410 HITECH Act Compliance Consultant will comply with the requirements of the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), codified at 42 U S C §§ 17921-17954, which are applicable to business associates, and will comply with all regulations issued by the Department of Health and Human Services (HHS) to implement these referenced statutes, as of the date by which business associates are required to comply with such referenced statutes and HHS regulations Further, Consultant will comply with Section 13402 of the HITECH Act, codified at 42 US C § 17932, and will comply with all regulations issued by HHS to implement this statute, as of the date by which business associates are required to comply with such referenced statutes and HHS regulations Duties and Responsibilities of the Provider. 5 Preparation and Dehvery of Accountings It shall be the sole responsibility of the Provider to prepare and deliver any accounting requested pursuant to 45 CFR §164 528, 51 Decisions Concerning Access to PHI in the event that an individual has requested access to PHI directly from the Consultant, and the Consultant has forwarded such request to the Provider in accordance with Section 4 5 of this Agreement, it shall be the sole responsibility of the Provider to determine whether to grant or deny such access, and, 52 Amendment of PHI In the event that an individual has requested an amendment to PHI directly from the Consultant, and the Consultant has forwarded such request to the Provider in accordance with Section 4 6 of this Agreement, it shall be the sole responsibility of the Provider to determine whether to allow or disallow such amendment 53 Representations and Warranties of the Provider The Provider hereby represents and warrants to the Consultant as follows 54 Accurate Information All accounts placed with the Consultant by the Provider shall contain accurate information, 55 Consents and Authorizations Prior to disclosing any PHI to the Consultant, the Provider shall obtain all required consents and authorizations pursuant to 45 CFR §164 506 and 45 CFR §164 508 respectively, sufficient to permit the disclosure of PHI from the Provider to the Consultant, and to permit the Consultant to perform its duties pursuant to the terms of this Agreement, 56 No Restrictions The Provider shall not place any account with the Consultant if the Provider has agreed to any individual's request to restrict the use or disclosure of PHI connected with such account pursuant to 45 CFR §164 522, and, 57 Organization and Authority The Provider is validly organized under the laws of the State of Washington and has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder This Agreement has been duly executed and delivered by the Provider and constitutes a legal, valid and binding obligation of the Provider, enforceable against it in accordance with its terms 6 Confidentiality The Consultant agrees to keep all Protected Health Information received from, or created or received by the Consultant on behalf of the Provider confidential except as necessary for the Consultant to perform its duties pursuant to the terms of this Agreement The Consultant's duty to maintain the confidentiality of Protected Health Information shall continue forever, unless disclosure of such information should be allowed or required by law 7 No Third Party Beneficiaries The Provider and the Consultant hereby expressly understand and agree that individuals whose PHI is disclosed by the Provider to the Consultant are not intended to be third party beneficiaries of this Agreement or the Contract for Services 8 Independent Contractor Status The parties hereto expressly agree that in performing its duties under this Agreement and the Contract for Services, the Consultant is acting as an independent contractor of the Provider Nothing contained herein is intended, nor shall it be construed to create, a point venture relationship, a partnership, or an employer-employee relationship between the parties 9 Enforcement If either party resorts to legal action to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover the costs and expenses of the action, including without limitation, reasonable attorneys' fees 10 Severability If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid or unenforceable for any reason, such judgment shall not affect, impair or invalidate the remainder of this Agreement SYSTDES-02 CERTIFICATE OF LIABILITY INSURANCE DAT. 9113/2017 ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER c2NTACT Willis Towers Watson Certificate Center N ME: Willis of New York, Inc.PHONE c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 37230-5191 (A/c, No, Ext): (877) 945-7378 jac, No):(888) 467-2378 a DRIES : certificates@willis.com INSURER S) AFFORDING COVERAGE NAIC # INSURER A: Continental Casualty Company 20443 INSURED INSURER B: National Fire Insurance Company of Hartford 20478 INSURER C: Systems Design West INSURER D: INSURER E: 19265 Powder Hill Place NE Poulsbo, WA 98370 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXPLTR LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1'000,000 CLAIMS -MADE ❑X OCCU 6023971937 01/11/2017 01/11/2018 DAMAGE TO RENTED 100,000 PREMI ES Ea occurrence $ MED EXP (Any one erson $ 15,000 PERSONAL & ADV INJURY $ 1'000'000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ❑ JER& ❑X LOC GENERAL AGGREGATE $ 2'000,000 PRODUCTS -COMP/OPAGG $ 2,000'000 $ OTHER: B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ BODILY INJURY (Per person) $ ANY AUTO 6023971968 01/11/2017 01/11/2018 OWNED SCHEDULED AUTOS ONLY AUTOS _ BODILY INJURY Per accident $ PROPERTY AMAGE Fer accident $ SVS X AUTOS ONLY X AUOTOS ONLY $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1'000'000 AGGREGATE $ 1,000'000 EXCESS LIAB CLAIMS -MADE 6023971954 01/11/2017 01/11/2018 DED I X I RETENTION $ 10,000 $ WORKERS COMPENSATIONPER AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVEF—]N OFFICER/MEMBER EXCLUDE D9 (Mandatory in NH). If yes, tlescribe untler DESCRIPTION OF OPERATIONS below / A OTH- STA LITE ER _ E.L. EACH ACCIDENT $ "— E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE -POLICY LIMIT $ A Commercial Property 6023971937 01/11/2017 01/11/2018 Bus Income:$500K/BPP 170,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is an Additional Insured and Loss Payee s required by written contract or agreement with respect to Liability arising out of the Named Insured's operations. Covera shall be Primary and Non -Contributory with any other insurance in force or which may be purchased by the Certificate older. Waiver of Subrogation applies in favor of Certificate Holder with respect to General Liability. CERTIFICATE HOLDER CANCELLATION City of Bremerton SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: Risk Management THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 345 6th St. - Ste 600 ACCORDANCE WITH THE POLICY PROVISIONS. Bremerton, WA 98337 AUTHORIZED REPRESENTATIVE, - Ev0dence of Insurance REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls With respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance 3. Bodily Injury - Expanded Delliniltion 4. Broad Knowledge of Occurrence/ Notice of Occurrence 6. Broad Named Insured S. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury - Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limlted Liability Companies 11. Legal Liability - Damage To Premises 12. Medical Payments 13. Non -owned Aircraft Coverage 14. Non -owned Watercraft 15. Personal And Advertising injury- Discrimination or Humiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Property Damage - Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation - Blanket CNA74872XX (1-15) Policy No: 6023971937 Page 1 of 14 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 01/11/2017 Insured Name: SYSTEMS DESIGN WEST, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permisslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS ' \/ a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co=owner of a premises co -owned by a Named insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured, D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74872XX (1-15) Page 2 of 14 CONTINENTAL CASUALTY COMPANY Insured Name: SYSTEMS DESIGN WEST, LLC • Policy No: .6023971937 Endorsement No: 3 Effective Date: 01/11/2017 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injuryor property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee,, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions = Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or.personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74872XX (1-15) Page 3 of 14 CONTINENTAL CASUALTY COMPANY Insured Name: SYSTEMS DESIGN WEST LLC Policy No: 6023971937 Endorsement No: 3 Effective Date: 01/11/2017 Copyright CNA All Rights Reserved.' Includes copyrighted material of Insurance Services Office, Inc., with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage grantedby this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the, absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled*or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. GNA74872XX (1-15) Page 4 of 14 CONTINENTAL CASUALTY COMPANY Insured Name: SYSTEMS DESIGN WEST, LLC Policy No: 6023971937 Endorsement No: 3 Effective Date: 01/11/2017 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization /Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part, 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insureds own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this . endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY -EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA74872XX (1-15) Page 5 of 14 CONTINENTAL CASUALTY COMPANY Insured Name: SYSTEMS DESIGN WEST, LLC Policy No: 6023971937 Endorsement No: 3 Effective Date: 01/11/2017 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named .Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a ,Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: . a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their -own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ. CNA74872XX (1-15) Policy No: 6023971937 Page 6 of 14 Endorsement No.: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 01/11/2017 Insured Name: SYSTEMS DESIGN WEST, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., wlth Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or properly transferred from such natural person Insured to such spouse. No coverage is provided for any act, error. or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the. spouses of members or partners' of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage. Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and i.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Properly Damage Liability, the paragraph entitled Exclusions is amended to: 1. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Page 7 of 14 CONTINENTAL CASUALTY COMPANY Insured Name: SYSTEMS DESIGN WEST, LLC Policy No: 6023971937 Endorsement No: 3 Effective Date: 01/11/2017 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. W. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care Incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; 1. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. CNA74872XX (1-15) Policy No: 6023971937 Page 8 of 14 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 01/11/2017 Insured Name: SYSTEMS DESIGN WEST, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc., vdth Its permisslon. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or bmissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her.capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: s Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES /PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: • the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor • the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the'level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX (1-15) Policy No: 6023971937 Page 9 of 14 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 01/11/2017 Insured Name: SYSTEMS DESIGN WEST, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services office, Inc„ with Its permission. CNA CNA PARAMOUNT Technology, General Liability Extension Endorsement Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY —DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to. delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: S. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit . is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(t1J, and replace it with the following: (1111) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. CNA74872XX (1-15) Policy No: 6023971937 Page 10 of 14 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 01/11/2017 Insured Name: SYSTEMS DESIGN WEST, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph i.a.(3xb) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. fit kF4 k,IS811V 14lyi til=1:T«7:1_121 Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Policy No: 6023971937 Page 11 of 14 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 01/11/2017 Insured Name: SYSTEMS DESIGN WEST, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance services Office, Inc., with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Knowing Violation of Rights of Another Personal and advertising injury caused by or at the. direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion.shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to'any person or organization whose status as an Insured derives solely from • Provision 1. ADDITIONAL INSURED of this endorsement; or • attachment of.an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled . Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. CNA74872XX (1-15) Page 12 of 14 CONTINENTAL CASUALTY COMPANY Insured Name: SYSTEMS DESIGN WEST, LLC Policy No: 6023971937 Endorsement No: 3 Effective Date: 01/11/2017 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. CNA CNA PARAMOUNT Technology General Liability. Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising Injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE —ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and. replace it with a $1,000. limit. 18. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: CNA74872XX (1-15) Page 13 of 14 CONTINENTAL CASUALTY COMPANY Insured Name: SYSTEMS DESIGN WEST, LLC Policy No: 6023971937 Endorsement No: 3 Effective Date: 01/11/2017 Copyright CNA All Rights Reserved, Includes copyrighted material of Insurance Services Office, Inc., with Its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny cover a under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To'Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury. or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX (1-15) Policy No: 6023971937 Page 14 of 14 Endorsement No: 3 CONTINENTAL CASUALTY COMPANY Effective Date: 01/11/2017 Insured Name: SYSTEMS DESIGN WEST, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. CNA CNA PARAMOUNT General Aggregate Limit - Per Location Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: For each single location, a separate Location General Aggregate Limit, equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the Insurer will pay for the sum of: A. all damages under Coverage A, except damages because of bodily injury or property damage included in the products -completed operations hazard; and B. all medical expenses under Coverage C; that arise from occurrences or accidents which can be attributed solely to ongoing operations at that location. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Location General Aggregate Limit applicable to any other location. Il. All: 1. damages under Coverage B, regardless of the number of locations or projects involved; 2. damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single location, except damages because of bodily injury or property'damage included in the products - completed operations hazard; and 3. medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a particular location, will reduce the General Aggregate Limit shown in the Declarations. III. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Location General Aggregate Limit or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operations at a single location. IV. When coverage for liability arising out of the products -completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products -completed operations hazard will reduce the Products -Completed Operations Aggregate Limit shown in the Declarations, regardless of the number of locations involved. n V. For the purposes of this endorsement, the following Definition is added: Location means premises owned by or rented to the Named Insured involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. Location does not mean any operation or project away from premises owned by or rented to the Named Insured. VI. The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. . All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy, r CNA75059XX (1-15) Policy No: 6023971937 Page 1 of 1 Endorsement No: 4 CONTINENTAL CASUALTY COMPANY Effective Date: 01/11/2017 Insured Name: SYSTEMS DESIGN WEST, LLC copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. 11 Change of Law The parties hereto shall modify any term of this Agreement at anytime if it is determined that the inclusion of any term of this Agreement or the omission of any term from this Agreement violates any federal or state law or regulation, including, without limitation the Standards for Privacy of Individually Identifiable Health Information (45 CFR Parts 160 and 164), the Health Insurance Reform Standards for Electronic Transactions, Announcement of Designated Standard Maintenance Organizations (45 CFR Parts 160 and 162), and, the Security and Electronic Signature Standards (the "Security Standard") (45 CFR Part 142) (or the final version of the Security Standard once such final version is released), all promulgated under the Health Insurance Portability and Accountability Act of 1996 (Pub L 104-191) 12 Washington Health care Information Act The parties agree to comply with the Washington Health Care Information Act Chapter 70 02 RCW, when such Act provides greater protection of patient privacy than the federal law