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HomeMy WebLinkAboutOhana Urgent Group Inc dba Coastal Family Urgent Care; 2021-05-26; 1 SERVICES AGREEMENT This Service Agreement (“Agreement”) is made as of May 26, 2021 (“Effective Date”'), by and between Ohana Urgent Group, Inc, (“Urgent Care”) a California professional medical corporation, dba Coastal Family Urgent Care, having a principal place of business at 6260 El Camino Real, Suite 101, Carlsbad (“Premises”), California and City of Carlsbad, (“Agency”) a municipal corporation, having a principal location at 1635 Faraday Avenue, Carlsbad, California (Urgent Care and Agency referred to collectively as “Parties” and individually as “Party”). The term of the Agreement will be for a period of five years. RECITALS WHEREAS, Urgent Care is engaged particularly in the business of providing diagnostic testing for COVID -19 and any medical services deemed necessary. WHEREAS, Agency provides public services within city boundaries (“Professional Services”) with personnel which includes Emergency Medical Systems (EMS) employees, first responders, and disaster relief employees (collectively “Professional Personnel”). WHEREAS, Agency desires to obtain from Urgent Care, and Urgent Care desires to provide to Agency testing specific to COVID-19 or any additional requested medical services for Professional Personnel. NOW THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: PART ONE: Scope of Services and Obligations 1.1 Roles of Urgent Care • Consistent with, and subject to, all of the provisions of this Agreement and applicable law, Urgent Care shall perform diagnostic testing pertinent to Coronavirus Disease 2019 (“COVID”) for Professional Personnel of Agency and shall be available for screening and any other requested medical care for treatment of work-related injuries or illnesses (collectively “Services”). 1.2 Roles of Agency. • Agency shall take the appropriate initial steps of screening and completion of required paperwork to the best of their ability of Professional Personnel prior to patient care on Premises. • Agency shall be responsible for any necessary continued medical care once the injured/ill Professional Personnel is discharged or departs Premises. • Agency shall have the right to elect to eliminate any of the Services at any time. 1.3 Obligations of Urgent Care • Urgent Care shall not have or exercise control or supervision over the provision of Agency. • Services will be performed in a skillful and professional manner and in accordance with the applicable medical standards generally required and recognized by the medical profession. • Urgent Care reserves the right to report or refuse Services at Urgent Care's sole discretion if in Urgent Care's sole opinion, Professional Personnel is performing in a manner which is not compliant with the standards of this Agreement. 1.4 Obligations of Agency • Agency represents and warrants that this Agreement has been fully approved by appropriate governing bodies, or authorized management employees. • Agency warrants and agrees it has established and maintains proper isolation measures which are adequate, appropriate and compliant with San Diego County Public Health Guidelines or any appropriate regulatory agency in regard to COVID. • Agency represents Professional Services rendered are compliant of all applicable legal, regulatory, and professional requirements. DocuSign Envelope ID: 9914F743-3331-4B66-95CB-052037FC5C0D 2 PART TWO: Compensation and Reimbursement of Urgent Care • It is not the purpose of this Agreement to induce or encourage the referral of patients, and there is no requirement under this Agreement or any other agreement between Parties that the other Party refer any patients for any medical services required by the patients. • No payment made under this Agreement is in consideration for the referral of patients, and payments made to Urgent Care under this Agreement are solely intended to compensate Urgent Care for the Services provided by Urgent Care to Agency. • In consideration for the Services to be provided by Urgent Care pursuant to this Agreement, Agency shall pay to Urgent Care the fees provided in Attachment “A” attached hereto and incorporated herein by this reference (“Fee”), up to a maximum of $35,000 per agreement year, as follows: (i) Urgent Care shall submit an invoice to Agency for Services rendered; (ii) During the Term of this Agreement Agency shall pay Urgent Care, within thirty (30) days from the invoice date (“Payment Date”). Payment by Agency to Urgent Care is not conditioned upon Agency's collection of fees from any patient or third-party payor; and (iii) Any additional expenses or fees will be approved in advance by Agency. • The Fee may be changed from time to time at the sole discretion of Urgent Care, after consultation with Agency, with notice provided to Agency as set forth in this Agreement. In addition, the Parties acknowledge and agree that the Fee charged pursuant to Attachment A attached hereto may require adjustment, from time to time, to reflect the actual costs of the Services provided hereunder. • The Fee and payment thereof are acknowledged as the Parties’ negotiated agreement for the items and services furnished by Urgent Care under this Agreement. • If Agency does not remit the compensation owed to Urgent Care within the forty five (45) day period required under, Urgent Care may require an additional fifty dollar ($50.00) late fee or immediately terminate this Agreement upon written notice to Agency. PART THREE: Liability and Indemnification • To the extent not covered by applicable insurance, Urgent Care shall and hereby agrees to indemnify, defend, and hold harmless Agency and its officers, directors, shareholders, employees, agents, and all successor and assigns thereof, from and against any and all claims, demands, damages, costs, expenses (including, but not limited to, court costs and reasonable attorneys’ fees), fines, penalties, suits, proceedings, actions, and causes of action of every kind and nature (“Claims”) arising out of or resulting from or relating to the performance or non-performance by Urgent Care for Professional Services provided hereunder, except for Claims arising from Agency’s negligence or willful misconduct. Urgent Care shall, at its sole cost and expense, assume the defense of Agency in any arbitration, administrative proceeding, or judicial action that might arise in connection with any Claims against which Urgent Care is obligated to indemnify Agency. • To the extent not covered by applicable insurance, Agency agrees to indemnify, defend, and hold harmless Urgent Care and its officers, directors, shareholders, employees, agents, and all successor and assigns thereof, from and against any and all Claims which may be made against Agency arising, growing out of, or in any way connected with Agency and unrelated to the Services provided by Urgent Care hereunder. Agency shall, at its sole cost and expense, assume the defense of Urgent Care in any arbitration, administrative proceeding, or judicial action that might arise in connection with any Claims against which Agency is obligated to indemnify Urgent Care. • The provisions of this Section Three shall survive the termination of this Agreement. PART FOUR: Files and Records • All medical records developed in connection with Agency shall be retained and maintained in accordance with all applicable state and federal laws relating to the confidentiality and retention thereof. All medical records shall remain the property of Urgent Care, provided, however, that Agency shall be granted access to the medical records upon the request and written consent of Agency’s member as necessary to perform its services under this Agreement, for continuity of care, to defend against any third party claims, or for other appropriate uses consistent with all applicable confidentiality laws and regulations. • Urgent Care shall transfer Agency member’s medical records upon request and written consent in a timely manner, or within such other time period required under applicable Regulatory Requirements. DocuSign Envelope ID: 9914F743-3331-4B66-95CB-052037FC5C0D 3 PART FIVE: Term of Agreement 5.1 Termination of Agreement • This Agreement shall take effect on the Effective Date and, unless extended by a subsequent amendment to the Agreement, shall continue until Services are no longer deemed necessary by Agency or until five years from the Effective Date, whichever occurs first. • This Agreement is considered “at will” and may be terminated by either party with or without cause. 5.2 Effects of Termination. • Upon termination of this Agreement, as hereinabove provided, neither Party shall have any further obligations hereunder except for (i) obligations accruing prior to the date of termination; and (ii) obligations, promises, or covenants set forth herein or in those collateral agreements of even date herewith that are expressly made to extend beyond the Term. • Without limiting the preceding, upon the expiration or earlier termination of this Agreement, Urgent Care shall have a right to be paid its Fee based on agreed amount for Services prior to such expiration or termination, whenever such Collected Revenues are collected, including, without limitation, after expiration or earlier termination of this Agreement. PART SIX: Miscellaneous 6.1 Independent Contractor • In the performance of the Services provided by Urgent Care to Agency under this Agreement, it is mutually understood and agreed that Urgent Care is at all times acting and performing as an independent contractor, and nothing in this Agreement is intended nor shall be construed to create between Urgent Care and Agency an employee/employer relationship, a joint venture relationship, or a lease or landlord/tenant relationship. • Neither Party shall neither have nor exercise any control or direction over the methods by which the other Party shall perform its work and functions. 6.2 Proprietary Information • All proprietary information (in various media and forms), as reasonably determined by the Party disclosing such information, shall remain the property of the disclosing Party, including, without limitation, strategic and business plans, third party payor agreements, customer and vendor lists, and pricing materials. Each Party will hold such proprietary information of the other Party in the strictest confidence and will not, without the prior written consent of the disclosing Party, disclose it or allow it to be disclosed, directly or indirectly, to any third party. • Neither Party shall at any time or in any manner, either directly or indirectly, disclose or communicate to any third party, this Agreement, or any component thereof, except as may be required by law, including the California Public Records Act, or as reasonably necessary to provide the Services hereunder. • Any usage of materials, images, logos or photographs of the Premises shall require written approval by the other Party prior to publication for any advertising or marketing materials. • This provision shall survive the termination of this Agreement. 6.3 Confidentiality ● For purposes of this Agreement, "Confidential Information" is broadly defined. It includes both Parties confidential or proprietary information, oral or written, relating to the facility, care of patients, and all protocols, health professional training and education protocols, policies and procedures, billing collections, accounting information, patient lists, patient charts, third-party payor information, operating manuals, computer programs, business plans, strategies, forecasts, budget and marketing plans. It does not include information or material which is readily accessible to the public or to a person in the profession. ● During and following the term of this Agreement, both Parties will hold in confidence the Confidential Information and will not disclose the Confidential Information to any person except with the specific prior written consent of the other Party or except as otherwise required by law, such as the California Public Records Act, or expressly permitted by the terms of this Agreement. ● Upon termination of this Agreement, both Parties shall return any and all information in the possession or control of to the other Party and shall not use such information for the benefit of the other Party or for the benefit of any other entity. DocuSign Envelope ID: 9914F743-3331-4B66-95CB-052037FC5C0D 4 ● Upon termination of this Agreement of upon the request during the term of this Agreement by either party, the other Party will return all of the Proprietary Items in possession or subject to control, and the other Party shall not retain any copies, abstracts, sketches, or other physical embodiment of any of the Proprietary Items. 6.4 HIPAA Compliance • Both Parties agree to comply with the applicable provisions of the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. Section 1320d-I through 8 (“HIPAA Statute”), and the regulations promulgated thereunder including without limitation the federal privacy regulations contained in 45 CFR Part 164 (“Federal Privacy Regulations”), the federal security standards contained in 45 CFR Part 142 (“Federal Security Regulations”) and the federal transaction code set standards contained in 45 CFR Parts 160 and 162 (“Federal Transaction Set Regulations”) (collectively, “HIPAA”). • The Parties agree not to use or further disclose any protected health information as defined in 45 CFR 164.504, or individually identifiable health information, as defined in 42 U.S.C, Section 1320d (collectively “Protected Health Information”), concerning a patient other than as permitted by HIPAA and California law, and the Parties agree to implement appropriate safeguards to prevent the unauthorized use or disclosure of patient’s Protected Health Information in accordance with HIPAA and California law. • Each Party shall make its internal practices, books, and records relative to the use and disclosure of a patient’s Protected Health Information available to the United States Secretary of Health and Human Services to the extent required for determining compliance with HIPAA. Notwithstanding the foregoing, no attorney-client, accountant-client, or other legal privilege shall be deemed waived by either Party by virtue of this section. 6.5 Notices • Any notice, demand, request, or other communication required or permitted to be given hereunder shall be in writing and may be served personally; by United States certified first class mail, postage prepaid, and addressed and delivered to the Party at the address set forth on the signature page hereof; by reputable overnight courier; or by electronic facsimile, electronic mail, or similar electronic transmittal to the Party at the number or email address set forth on the signature page hereof (or at such other address or number as any Party hereto may from time to time designate by notice in the manner provided in this section). • Such notice shall be effective as follows: if delivered personally or by electronic facsimile, electronic mail, or similar electronic transmittal, upon delivery; if by overnight courier, the date shown on such courier’s record of delivery; and, if mailed, two (2) days after it is placed in the mail. • Rejection or other refusal to accept or the inability to deliver because of a changed address of which no notice was given in accordance with the provisions hereof, shall be deemed to be receipt of the notice sent. 6.6 Severability/Governing Law/Venue • The provisions of this Agreement shall be severable, and if any provision shall be prohibited by law, or invalid, or unenforceable in whole or in part for any reason, the remaining provisions shall remain in full force and effect. The provisions of this Agreement shall be governed by, and be construed in accordance with, the laws of the State of California. • The Parties hereto agree that any suit or proceeding arising out of this Agreement may only be brought in the courts of the State of California, County of San Diego or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of California, and each of the Parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. • The Parties hereto each waive any claim that such jurisdiction is not a convenient forum for any such suit or proceeding and any defense of lack of personal jurisdiction. 6.7 Cooperation Regarding Claims and Litigation • Agency shall fully cooperate in assisting Urgent Care and its Services Providers and other duly authorized employees, agents, affiliates, representatives, and attorneys in investigating, defending, or prosecuting incidents involving potential claims or lawsuits arising out of or in connection with the Professional Services provided under this Agreement. • This provision shall survive any termination or expiration of this Agreement. 6.8 Counterparts • This Agreement may be executed in a number of counterparts, each of which executed counterparts shall be deemed an original, and all such counterparts together shall constitute one and the same instrument. Photocopies, DocuSign Envelope ID: 9914F743-3331-4B66-95CB-052037FC5C0D 5 facsimile transmissions, or email transmissions of Adobe portable document format files (also known as “PDF” files) of signatures shall be deemed original signatures and shall be fully binding on the Parties to the same extent as original signatures. 6.9 No Waiver • The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a continuing waiver or a waiver of any subsequent breach of either the same or any other provision of this Agreement. 6.10 Remedies; Injunctive Relief • No right, power, or remedy herein conferred upon or reserved to any of the Parties hereto is intended to be exclusive of any other right, power, or remedy or remedies, and each and every right, power, and remedy of any Party hereto pursuant to this Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall to the extent permitted by law be cumulative and concurrent, and shall be in addition to every other right, power, or remedy exercisable pursuant to this Agreement. This provision shall survive the termination of this Agreement. 6.11 Force Majeure • Neither Party shall be liable nor deemed to be in default for any delay or failure in performance under this Agreement or other interruption of service or employment deemed resulting, directly or indirectly, from Acts of God, civil or military authority, acts of public enemy, war, accidents, fires, strikes or other work interruptions, or any similar or dissimilar cause beyond the reasonable control of either Party. However, both Parties shall make good faith efforts to perform under this Agreement in the event of any such circumstance. 6.12 Entire Agreement; Amendments • This Agreement, including each of its attachments and schedules, contains a full and complete expression of the rights and obligations of the Parties regarding the subject matter hereof and it shall supersede all other written or oral agreements heretofore made by the Parties regarding the subject matter hereof. This Agreement may be modified only in writing executed by all Parties hereto. 6.13 Third Party Beneficiaries • Except as expressly set forth elsewhere in this Agreement, this Agreement is solely for the benefit of the Parties hereto and shall not inure to the benefit of any individual or entity not a Party to this Agreement. PART SEVEN: FEMA Required Provisions • The City and Contractor shall comply with all applicable requirements of the Federal Emergency Management Agency (FEMA) which are outlined in Attachment "B”, which is attached and incorporated by this reference. PART EIGHT: Insurance • Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 8.1 Coverage and Limits. • Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. DocuSign Envelope ID: 9914F743-3331-4B66-95CB-052037FC5C0D 6 8.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 8.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 8.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 8.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 8.2 Additional Provisions. • Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 8.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 8.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. 8.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 8.3 Providing Certificates of Insurance and Endorsements. • Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 8.4 Failure to Maintain Coverage. • If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 8.5 Submission of Insurance Policies. • City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. PART NINE: Business License • Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. CONTACT INFORMATION Urgent Care: Ohana Urgent Care Group, Inc., a California medical professional corporation Agency: City of Carlsbad, a California municipal corporation Address: 6260 El Camino Real Suite 101 Carlsbad, CA 92009 Address: 1635 Faraday Avenue Carlsbad, CA 92008 Name/e-mail: Vivian Carlton/Pa_vcarlton@yahoo.com Name: Ed Garbo, Risk Manager/Ed.garbo@carlsbadca.gov Telephone: (760) 448-6650 Telephone: (760) 814-4288 Fax: (760) 448-6647 DocuSign Envelope ID: 9914F743-3331-4B66-95CB-052037FC5C0D 7 AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Judy von Kalinowski, Human Resources Director Vivian Carlton, President (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON Vivian Carlton, Secretary City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 9914F743-3331-4B66-95CB-052037FC5C0D 8 ATTACHMENT A Fee Schedule Compensation for services provided by Coastal Family Urgent Care located at 6260 El Camino Real, Suite 101, Carlsbad, California for City of Carlsbad during the term of this agreement are set forth below. The fees for additional services have been provided for reference. The fees are dependent on the cost of supplies and subject to change. Procedure Cost Collection of specimen required for testing of SARS-CoV-2 (COVID-19) by RT-PCR. This fee is inclusive of the screening process required, obtaining, preparing and handling of specimen and submission of required forms. $168.00 per patient Collection of specimen required for testing of SARS-CoV-2 (COVID-19) by rapid molecular Abbott ID Now. This fee is inclusive of the screening process required, obtaining, preparing and handling of specimen and submission of required forms. $218.00 per patient Additional collection of specimen and rapid molecular test for influenza type A and B, strep A, or RSV $85.00 per patient Basic telemedicine service $75.00 Basic Office Visit: Includes common complaints such as those associated with upper respiratory infections or urinary tract infections $145.00 Moderate Office Visit: Any common complaints which require administration of 2 or more medications and/or 2 or more basic testing $225.00 Extensive Office Visit: More extensive procedures such as lacerations, incision and drainage, IV fluids or reductions. $305.00 Please Note: This list is not inclusive of all the services provided by our group. Any other service rendered, but not included under this Agreement shall be billed and collected separately. DocuSign Envelope ID: 9914F743-3331-4B66-95CB-052037FC5C0D 9 ATTACHMENT B 1. The contractor acknowledges Federal Emergency Management Agency (FEMA) financial assistance will be used to fund the contract only. The contractor will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. 2. The contractor shall not use the Department of Homeland Security (DHS) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 3. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the City of Carlsbad, contractor, or any other party pertaining to any matter resulting from the contract. 4. The contractor acknowledges that 31 U.S.C. Sections 3801-3812 (Administrative Remedies for False Claims and Statements) applies to the contractor’s actions pertaining to this contract. 5. Access to Records. The following access to records requirements apply to this contract: (A) The contractor agrees to provide the City of Carlsbad, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. (B) The contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (C) The contractor agrees to provide the FEMA Administrator or authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. (D) In compliance with the Disaster Recovery Act of 2018 (Pub. L. No. 115-254, §§ 1201-1246 (2018)), the City of Carlsbad and the contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. 6. Suspension and Debarment (A) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that neither the contractor nor its principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (B) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (C) This certification is a material representation of fact relied upon by the City of Carlsbad. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of California or the City of Carlsbad, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (D) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 7. To the extent any Federally mandated provisions incorporated by Exhibit B conflict with other terms and provisions of this Agreement, the Federally mandated provision(s) shall prevail. DocuSign Envelope ID: 9914F743-3331-4B66-95CB-052037FC5C0D © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03)cac7980 CERTIFICATE HOLDER CANCELLATIONCity of Carlsbad Human Resources Dept 1635 Faraday Ave Carlsbad, CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 05/03/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCERCS&S/HUB INTERNATIONAL INSSERV, INC PO BOX 958489 LAKE MARY, FL 32746-8989 Phone - 866-816-9592 Fax - 877-763-5122 CONTACT NAME: PHONE (A/C, No, Ext):FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :Continental Casualty Company 20443 INSUREDCOASTAL FAMILY URGENT CARE 6260 El Camino Real #101 CARLSBAD, CA 92009 INSURER B : INSURER C : INSURER D :Continental Casualty Company 20443 INSURER E : INSURER F :COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY)LIMITS A COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC OTHER Y N 6025286477 07/29/2020 07/29/2021 EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG $2,000,000 $300,000 $10,000 $2,000,000 $4,000,000 $4,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLYHIRED AUTOS ONLY SCHEDULED AUTOS NON-OWNED AUTOS ONLY N N 6025286477 07/29/2020 07/29/2021 COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) $1,000,000 $ $ $ $ D UMBRELLA LIAB OCCUR EXCESS LIAB CLAIMS-MADE DED RETENTION $10,000 N N 6025286480 07/29/2020 07/29/2021 EACH OCCURRENCE AGGREGATE $1,000,000 $1,000,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N/A PER STATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder is named as an additional insured per the blanket additional insured endorsement as it pertains to work being performed by named insured under written contract. ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 4/28/2021 (310) 526-1804 22314 Coastal Family Urgent Care Inc 6260 El Camino Real, Suite 101 Carlsbad, CA 92009 A Malpractice X LHM840958 8/9/2020 Each Claim 1,000,000 A Malpractice X LHM840958 8/9/2020 8/9/2021 Aggregate 3,000,000 City of Carlsbad Human Resources Department 1635 Faraday Ave Carlsbad, CA 92008 COASFAM-01 JRODRIGUEZ Tegner-Miller Insurance Brokers 2001 Wilshire Blvd, Suite 101 Santa Monica, CA 90403 Dat Diep ddiep@vantreo.com RSUI Indemnity Company 8/9/2021 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/28/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AUTOMATIC DATA PROC INS 1 ADP BLVD # 625 ROSELAND, NJ 07068 CONTACT NAME: PHONE (A/C, No, Ext): (888) 661-3938 FAX (A/C, No): (888) 872-8921 E-MAIL ADDRESS: spcbicadp@travelers.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA INSURED OHANA URGENT CARE GROUP, INC 6260 EL CAMINO REAL STE 101 CARLSBAD, CA 92009 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSTR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY)LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC OTHER: EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG $ AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB OCCUR EXCESS LIAB CLAIMS-MADE DED RETENTION $ EACH OCCURRENCE AGGREGATE $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N/A UB-7N792427-20-42 07/15/2020 07/15/2021 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION CITY OF CARLSBAD HUMAN RESOURCES DEPARTMENT 1635 FARADAY AVENUE CARLSBAD, CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/28/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AUTOMATIC DATA PROC INS 1 ADP BLVD # 625 ROSELAND, NJ 07068 CONTACT NAME: PHONE (A/C, No, Ext): (888) 661-3938 FAX (A/C, No): (888) 872-8921 E-MAIL ADDRESS: spcbicadp@travelers.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA INSURED OHANA MEDICAL SERVICES ORGANIZATION, INC 6260 EL CAMINO REAL STE 101 CARLSBAD, CA 92009 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSTR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY)LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC OTHER: EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG $ AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB OCCUR EXCESS LIAB CLAIMS-MADE DED RETENTION $ EACH OCCURRENCE AGGREGATE $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N/A UB-7N791941-20-42 07/15/2020 07/15/2021 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION CITY OF CARLSBAD HUMAN RESOURCES DEPARTMENT 1635 FARADAY AVENUE CARLSBAD, CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD