Resolution No. 2019- 8
RESOLUTION NO. 2019- 8
RESOLUTION OF THE MAYOR AND CITY COUNCIL OF
THE CITY OF SAN BERNARDINO, CALIFORNIA,
AMENDING THE ADOPTED FY 2018/ 19 BUDGET TO
INCREASE POLICE PERSONNEL AND FOR THE
BUDGET TRANSFERS AS DETAILED IN THE STAFF
REPORT, AND AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT BETWEEN DIGNITY
HEALTH FOR POLICE SERVICES AT TWO LOCATIONS
WHEREAS, on November 1, 2017, the Mayor and City Council adopted Resolution 2017-214, authorizing the City Manager to accept the San Manuel Community Credit Fund Restricted Grant in the amount of $ 4, 200, 000 through 2020 and to amend the Adopted FY 2017/18Budget by $ 1,800,000; and
WHEREAS, the acceptance of funding was used to increase policy visibility in the community surrounding the San Manuel Indiana Reservation in accordance with the Agreement attached as Exhibit A; and
WHEREAS, as overall SBPD staffing improved, additional sworn and non -sworn personnel shall be assigned exclusively to the Defined Area for the duration of the Agreement, attached herein as Exhibit A.
BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The above recitals are true and correct and are incorporated herein by this reference.
SECTION 2. The Director of Finance is authorized to amend the Adopted FY 2018/ 19 Budget to increase police personnel and for the budget transfers as detailed in the staff report.
SECTION 3. That the City Manager is hereby authorized and directed to execute the attachedAgreement with Dignity Health on behalf of the City.
SECTION 4. That the City Council finds this Resolution is not subject to the California Environmental Quality Act ( CEQA) in that the activity is coveredby the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seenwith certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.
SECTION 5. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable.
Resolution No. 2019- 8
SECTION 6. Effective Date. This Resolution shall become effective immediately.
APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 16'
h
day of Jan ary 2019.
r
John Valdivia, Mayor
City of SanBernardino
Attest:-
George0% Hanna, MMC, City Clerk
Approved as to form:
6 5; 4, a . —...
Gary D. Saenz, City Attorney
Resolution No. 2019- 8
CERTIFICATION
STATE OF CALIFORNIA)
COUNTY OF SAN BERNARDINO) ss
CITY OF SAN BERNARDINO)
I, GeorgeannHanna, MMC, City Clerk, hereby certify that the attachedis a true copy of ResolutionNo. 2019-8 adoptedataregularmeetingheldatthe Ie dayof January2019by the following vote:
Council Members: AYES NAYS
SANCHEZ 6_
IBARRA _ )
VACANT
SHORETT X
NICKEL x
RICHARD X
MULVI14 LL C
ABSTAIN ABSENT
WITNESS my hand and official seal of the City of San Bernardino this 16fi'-
day of Janes 2019.
Georgeai Hanna, MM ,' City Clerk
ORIGINAL
INDEPENDENT CONTRACTOR AGREEMENT
Neighborhood Policing Program Services
THIS INDEPENDENT CONTRACTOR AGREEMENT (" Agreement') is made and entered into by and between the Dignity Health affiliated entities identified in the Key Informational Terms below ( each and collectively, an Affiliate" or " Hospital"), and the independent contractor identified in the Key Informational Terms below Contractor"). ContractorandAffiliate ( eacha "Party" andcollectively the "Parties") agreeasfollows:
KEY INFORMATIONAL TERMS
A. Dignity Health Affiliates .
Dignity Health, a California nonprofit public
benefit corporation, doing business as St.
Bernardine Medical Center
Community Hospital of San Bernardino, a
California nonprofit public benefit corporation
State in which Affiliates are located: California
State")
C. Contractor' s Name and Description.
City of San Bernardino, a charter city and
municipal corporation, on behalf of the City of
San Bernardino Police Department
B. Affiliate Notice Address.
St. Bernardine Medical Center
2101 North Waterman Avenue
San Bernardino, California 9? 404
Community Hospital of San Bernardino
1805 Medical Center Drive
San Bernardino, California 92411
Copy to: Dignity Health Legal Department
185 Berry Street, Suite 300
San Francisco, CA 94107
D. Contractor' s Notice Address.
710 North D Street
San Bernardino, California 92401
Copy to: City of San Bernardino
290 North D Street
San Bernardino, CA 92401
Attn: City Attorney
E. Term. This Agreement commences on January 1, F. Without Cause Termination. Number of days' 2019 ( the " Effective Date") and expires on notice required for without cause termination: 180 December 31, 2021 ( the " Expiration Date").
G. Parts. This Agreement is comprised of the H.
following parts:
i) Part I Dignity Health Terms and Conditions.
ii) Part II Services and Fees.
iii) Part IH FIIPAA Compliance.
iv) Part IV Insurance Requirements
HIPAA Terms and Conditions. As set forth in Part
III HlPAA Compliance, the Parties agree that the
following HIPAA Terms and Conditions apply to
this Agreement:
Contractor shall not have access to protected
health information (" PHP') under this
Agreement.
Contractor shall be treated as a member of
Affiliate' s workforce for purposes of HiPAA
compliance.
Contractor shall be a business associate of
Affiliate.
210782]. 1097300 Page 1 of 9
IN WITNESS WHEREOF, this Agreementhasbeenexecutedby and on behalf of the Parties.
AFFILIATE
Dignity Health, a California nonprofit public benefit
corporation, doing business as St. Bernardine
Medical Center
Printed Name: 1 1 1
Title:
Date:
Community Hospital of San Bernardino,
California nonprofit public benefit corporation
CONTRACTOR
City of San Bernardino, a charter city and municipal
corporatio
Printed Name:
Title: C17, `'' 14ANA6I5 rZ
Date:
10782]. 1097300 Page 2 of 9
Part I
INDEPENDENT CONTRACTOR AGREEMENT ( NON - CLINICAL LF)
DIGNITY HEALTH TERMS AND CONDITIONS
1. CONTRACTOR' S OBLIGATIONS
1. 1 Services. Contractor and/ or employees or agents of Contractor (" Personnel") shall perform the services set forth in Part R ( the " Serpices") in accordance with the terms of this Agreement.
1. 2 Time and Manner of Performance. Contractor shall ensure that only fully qualified Personnel perform Servicesunderthis Agreement, andsuchPersonnelshall perform Servicesdiligently andin atimely manner, according to the highest applicable standards. Affiliate reserves the right to refuse to use any Personnel assigned to provide Services under this Agreement and to have removed from its premises any Personnel. 13 Warranties. Contractor represents and warrants that:
a. Contractor and Personnel, if applicable, have and shall maintain all licenses and certifications necessary to do business and perform the Services in the State. Contractor shall provide Affiliate with a copy of such license( s) upon request and shall promptly notify Affiliate in the event of any limitation or loss of such license(s) and certification( s).
b. Contractor represents and warrants that Contractor and Personnel are not and at no time have been excluded from participating in Medicare, Medicaid, or any other Federalhealthcareprogram, as defined at 42 U.S.C. Section 1320a- 7b( i) ( each, a " Federal Healthcare Program"). Contractor shall within 30 days prior to the Effective Date and no lessthan monthly thereaftercheckthe OIG List of Excluded Contractorsand the GeneralServicesAdministration list of parties excluded from participation in Federal Healthcare Programs to ensure that neither Contractor nor any Personnelappearon saidlists. Contractorshallimmediately notify Affiliate of anythreatenedor actualexclusion from any FederalHealthcareProgram. In the eventthat Contractor or any Personnelis excludedfrom participating in any Federal HealthcareProgram, this Agreement shall automatically terminate as of the date of such exclusion (unless suchPersonnelis immediately removedfrom performing Servicesunderthis Agreement). Contractorshall indemnify andhold harmlessAffiliate for, from, andagainstany and all claims, liabilities, losses, damages, penalties, andcosts, includingreasonableattorneys' feesandcosts, incurredby Affiliate arisingdirectlyor indirectly, outof anyviolation of this Sectionby Contractor, or due to the exclusion of Contractor or any Personnelfrom any FederalHealthcare Program.
c. Contractor represents and warrants that prior to the Effective Date, Contractor conducted background screeningsand Contractor andPersonnelsuccessfullypassedin accordancewith the standardsrequired by Law and consistent with the California Background Investigation Manual. Contractor shall provide proof of compliance with this Section prior to commencing Services and no less than annually thereafter. d. No doctor of medicine, osteopathy, podiatry, optometry, dentistry, or chiropractic (or any immediate family member thereof) possessesany form of ownership or investment interest in Contractor. Contractor has no compensationarrangementwith any of the aforementionedmedical professionalsthat in any way varies basedupon the value or volume of referrals or other businessgeneratedby suchmedical professional (or any immediate family member) to Affiliate.
1. 4 Laws and Standards. Contractor shall comply with the following, as amendedfrom time to time, to the extent applicable to the provision of Services under this Agreement: ( a) Affiliate' s corporate integrity program and any Dignity Health CorporateIntegrity Agreement(s); (b) Dignity Health' s Standards of Conduct; ( c) all applicable federal, state, -and local laws and regulations ( collectively, " Laws"); and ( d) the policies, procedures, and rules of Affiliate ( the " A) iliate Rules").
1. 5 Medicare Records. To the extent required by Laws, Contractor shall make available, upon written request from Affiliate, the Secretaryof Health and Human Services, the Comptroller General of the United States, or any other authorizedagency, this Agreement and Contractor's books, documents, and records ("Contractor' s Records").
Contractor shall preserve and make available Contractor' s Records for a period of four years after the end of the term of this Agreement. If Contractor is requested to disclose Contractor' s Records pursuant to this Section, Contractor 210782]. 1097300 Page 3 of 9
shall notify Affiliate of the nature and scope of such request, and Contractor shall make available to Affiliate all such Contractor' s Records.
1. 6 Use of Affiliate' s Premises. Contractor shall not use any part of the Affiliate' s premises as an office for private business. ContractorandPersonnelshall only enterthoseareasof Affiliate' s facility that arenecessaryfor the performance of Contractor' s Services.
1. 7 Health Screening and Immunization. If the provision of Services requires Contractor and/ or Personnel to be present in patient care areas or to have direct contact with patients, Contractor, at Contractor' s expense, shall assure that Contractor and all Personnel have met all health screening and immunization requirements in accordance with Affiliate' s policies prior to providing Services. If applicable, Contactor shall provide written documentation of compliance with this Section prior to commencing Services and at least annually thereafter.
2. COMPENSATION
2. 1 Reports. Contractor shall submit to Affiliate, on a periodic basis, a report in a form reasonably acceptable to Affiliate that accuratelydocumentsServicesprovided by Contractor (the "Report').
2. 2 Payment. Affiliate shall, within 30 daysafter receiving anundisputedReport, pay to Contractorthe feesset forth in Part II for Services performed by Contractor.
2. 3 Sole Compensation. Contractor agrees that the compensation, as specified above, is the sole and exclusive compensation for Services provided pursuant to this Agreement.
3. TERMINATION
3. 1 Termination Without Cause. Each Party may terminate this Agreement without cause, expense, or penalty effective upon expiration of the number of days' .prior written notice set forth in Section F of the Key Informational Terms above.
3. 2 Termination Upon Breach. Each Party may terminate this Agreement upon any breach by the other Party if such breach is not cured to the satisfaction of the non -breaching Party within 15 days after written notice of such breach is given by the non -breaching Party.
3. 3 Effect of Termination or Ex iration. Upon termination or expiration of this Agreement, all rights and obligations of the Parties shall cease except those rights and obligations that have accrued and remain unsatisfied prior to the date of termination or expiration, and those rights and obligations that expressly survive termination or expiration of this Agreement. The following Sectionsof this Part I shall survive expiration or termination of the Agreement: 1. 5 ( Medicare Records), 4 ( Protected Information), 5 ( Insurance and Indemnification), 6. 3 ( Dispute Resolution), and 6. 8 ( Notices).
4. PROTECTED INFORMATION
4. 1 RIPAA. Contractor shall comply with the H1PAA provision set forth in Part III.
4. 2 Confidential Information. Contractor shall not use or disclose any Confidential Information ( as defined below) for any purpose not expressly permitted by this Agreement without the prior written consent of Affiliate.
Contractor shall protect Confidential Information from unauthorized use, access, or disclosure with no less than reasonable care. " ConfadentW Information" means any proprietary or confidential information of Affiliate or any other Dignity Health affiliate, any Affiliate patient's protected health information, as defined by H1PAA, and any information, records, and proceedings of Affiliate and/ or Medical Staff committees and peer review bodies.
Confidential Information also includes proprietary or confidential information of any third party that may be in Affiliate' s possession.
43 Work Product. Contractor acknowledges and agrees that Affiliate shall have sole title to and exclusive ownership of all reports, deliverables, and other work product ( collectively the " Work Produce'). The Work Product shall be deemed a " work made for hire" as that term is defined under Section 101 of the U. S. Copyright Act and Affiliate shall be considered the person for whom the work was prepared for the purpose of determining authorship of any copyright in the Work Product. To the extentaWork Productis not awork madefor hire underU.S law or any 210782]. 1097300 Page 4 of 9
other jurisdiction, Contractor hereby assigns all right, title, and interest in the Work Product to Affiliate and retains no interesttherein. Contractor agreesto executeany instrumentsrequestedby Affiliate during or after completion of the Services to ( i) transfer to Affiliate any rights Contractor may retain in the Work Product, and ( ii) enable Affiliate perfect its rights, title, and interest in the Work Product. For purposes of this section, police reports and other investigative documents completed by Officers during the course of their duties shall not be construed as Work Product.
5. INSURANCE AND INDEMNIFICATION
5. 1 Insurance Requirements. Contractor shall comply with the insurancerequirementsset forth in Part IV of this Agreement.
5. 2 Mutual Indemnification. Each Party shall indemnify and hold the other Party harmless for, from, and againstany and all claims, liabilities, losses, damages, penalties, and costs, including reasonableattorneys' feesand costs, incurredby the indemnified Party and arising out of or resulting from the negligent or willful actsor omissions or breach of this Agreement by the indemnifying Party or the indemnifying Party' s employees or agents.
6. MISCELLANEOUS PROVISIONS
6. 1 Assignment. Contractor may not assignContractor's rights or obligations under this Agreement without Affiliate' s prior written consent.
6. 2 Counterparts, Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. When signed in pen ink, this Agreement may be delivered by facsimile or by scannedemail attachment, and said copies shall be treated as original. Amendments to this Agreement shall be similarly executed by the Parties. 63 Entire Agreement, Amendment. This Agreement is the entire understanding and agreement of the Parties regarding its subject matter, and supersedesany prior oral or written agreements, representations, or discussions between the Parties with respect to such subject matter. This Agreement may be amended only by mutual agreement set forth in writing, signed, and dated by the Parties.
6. 4 Independent Contractor. The Parties shall at all times be independent contractors in performing under this Agreement.
6. 5 No Conflicting Obligations. Contractor represents and warrants that it is not a party to any arrangement that maymateriallyinterferewith Contractor'sobligationsunderthisAgreement, andContractorshallimmediatelynotify Affiliate if Contractorbecomesinvolved in any sucharrangement.
6. 6 Non - Discrimination. Contractor and Affiliate shall be in full compliance with Section 504 of the Rehabilitation Act of 1973, Titles VI and VII of the 1964 Civil Rights Act, and regulations issued pursuant thereto.
Neither Contractor nor Affiliate shall differentiate or discriminate in the provision of services on any basis prohibited by Laws or Affiliate Rules.
6. 7 Notices. Notices underthis Agreementshall begiven in writing anddeliveredby either: (a) personaldelivery, in which casesuchnotice shall be deemedgiven on the dateof delivery; ( b) next businessday courier service (e.g., FedEx, LIPS, or similar service), in which casesuchnotice shall be deemedgiven on the businessday following the date of deposit with the courier service; or ( c) U. S. mail, first class, postage prepaid, registered or certified, return receipt requested, in which case such notice shall be deemed given on the third business day following the date of deposit with the United States Postal Service. Notices shall be delivered to the notice addresses set forth in the Key Information Terms above.
6. 8 Referrals. Nothing in this Agreement or in any other written or oral agreementbetween Affiliate and Contractor contemplates or requires the admission or referral of any patients or business to Affiliate or any affiliate of Affiliate.
6. 9 Waiver. No delay or failure to require performanceof any provision of this Agreement shall constitute a waiver of such provision or any other provision. Any waiver grantedby a Party must be in writing and shall apply solely to the specific instanceexpresslystated.
210782]. 1097300 Page 5 of 9
6. 10 Title 22 Comi3liance. If Affiliate is an acute care hospital located in California only: Without limiting the obligations of Contractor, Affiliate shall retain administrative responsibility for its operation, asrequired by Title 22, California Code of Regulations, Section 70713.
6. 11 California Non- resident Withholdin=. For Services rendered in California by nonresident Contractors only:
Contractor shall, prior to commencing Services, complete all documentation requested by Affiliate in order to assist Affiliate' s compliance with California tax withholding requirements, including California Revenue and Taxation Code Section 18662. Such documentation may include: ( i) California Franchise Tax Board Form 587 ( Nonresident Withholding Allocation Worksheet), or ( ii) California Franchise Tax Board Form 590 ( Withholding Exemption Certificate). Contractor shall be solely responsiblefor filing California tax returns and the satisfaction of any taxes due with respect to payments under this Agreement. Contractor acknowledges that Affiliate is entitled to rely on the certifications provided in Form 587 or Form 590 and herebyreleasesAffiliate from any liability with respectto any withholdings paid to the California Franchise Tax Board, except to the extent any withholdings are refunded to Affiliate. Contractor shall promptly notify Affiliate of the changeof any reported facts that are part of Form 587 or Form 590, and shall provide Affiliate with an updated Form.
6. 12 Venue. This Agreement is governedby andis to be interpretedin accordancewith the laws of the Stateof California without regardto any conflict of law provisions if and as applicable. Venue shall be in San Bernardino County or, if applicable, the EasternDivision of the CentralDistrict of California of the United StatesDistrict Court.
6. 13 Severability. Each provision, term, condition, covenant and/ or restriction, in whole and in part, of this Agreement shall be consideredseverable. In the eventany provision, term, condition, covenantand/or restriction, in whole and/or in part, of this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/ or restriction of this Agreement, and the remainder of the Agreement shall continue in full force and effect.
6. 14 Authority. The individuals executingthis Agreementandthe instrumentsreferencedhereinon behalf of the Parties eachrepresentand warrant that they havethe legal power, right, and actual authority to bind the applicable Party to the terms andconditionshereof andthereof.
6. 15 Interpretationrte. ThePartiesacknowledgeandagreethatthisAgreementistheproductof mutualarms -length negotiationsand accordingly, the rule of construction, which provides that the ambiguities in a document shall be construed against the drafter of that document, shall have no application to the interpretation and enforcement of this Agreement. Titles and captions arefor convenienceof referenceonly anddo not define, describe, or Iimit the scope or the intent of the Agreement or any of its terms. Referencesto sectionnumbersare to sectionsin the Agreement unless expressly stated otherwise.
6. 16 No Third Party Beneficiaries. The Partiesto this Agreement do not intend for any third party to obtain a right by virtue of this Agreement.
7. ADDITIONAL PROVISIONS
7.1 ContractorandtheCity of SanBernardinoPoliceDepartmentCPo&ceDepartmenf') shallobtain Hospital' s prior written consent of the text of any proposed publicity concerning the Neighborhood Policing Program Program") prior to the releaseof suchpublicity. Hospital may include information regarding this Program, including theamountandpurposeof theProgram, anyphotographsprovided by Contractoror Police Department, its logo or trademark, or other information or materials about Police Department' s organizations and activities, in Hospital' s periodic public reports, newsletters, and news releases as approved by the City of San Bernardino City Manager.
7.2 In addition to the obligations under this Agreement, at all times when performing services under the Program, police officers shall be subject to and required to comply with the rules and regulations of Police Department, including useof force. -
7.3 Theuseof thePoliceDepartmentor City of SanBernardino logo requiresprior written approvalby the Contractor.
7.4 All Police Department employeesabide by the Law Enforcement Code of Ethics and all Police Department policies and procedures.
j210742]. 1097300 Page 6 of 9
Part II
INDEPENDENT CONTRACTOR AGREEMENT
SERVICES AND FEES
a. Description of Services. Contractor shall cause the City of San Bernardino Police Department (" Police Department") to provide the Services:
1) Program Goals. The goal of the Neighborhood Policing Program (" Program") is to implement a comprehensivefacility policing program with Hospital.
2) Program Objectives and Deliverables.
o Police Department shall provide two ( 2) full- time Officers such that one ( 1) full- time Officer will be stationedat eachHospital' s emergencydepartmenta minimum of four (4) days aweek for a total of 40 hours weekly, Thursday through Sunday, at a timefiame to be mutually determinedby the Parties. Officers will dedicateall of their time on the Hospital campusesin the emergencydepartmentwaiting rooms or as otherwise mutually agreedupon by Hospital and Police Department.
o Police Department will provide periodic training seminars to enhance personal safety and awarenessasmutually agreedto by Police Departmentand eachHospital in writing. o Police Department will assist Hospitals' security staff in providing police services for the Hospitals' campuses and immediate area.
o At Hospital' s reasonable request, Police Department shall promptly remove an Officer providing servicesunderthis Program andreplacehim or her with anotherOfficer reasonably acceptable to Hospital.
b. Fees.
Affiliate agreesto compensateContractor in the amount not to exceed $200,000 annually per Ml - time Officer, which amount shall include any overtime expenditures. The compensationper full- time Officer will be basedon the seniority level of the Officer who provides the Servicesand will be billed quarterly.
2. Contractor shall invoice Affiliate on a fiscal year quarter basis (itemized by month). The compensationbilledquarterlyshallbeproratedbasedonthenumberof daysthis Agreementis in effect in the caseof any partial month or fiscal year quarterat the beginning or the end of the term of this Agreement. The first three ( 3) month fiscal year quarter shall commence on January 1, 2019 and continue through March 31, 2019. Contractor shall only invoice Affiliate for any applicable pro - rata period for a partial fiscal year quarter. Contractor shall submit an invoice to Affiliate at the end of each fiscal year quarter or applicable pro - rata period.
3. Any overtimeexpendituresthataredirectlyrelatedto theServicesmustbeapprovedin advanceby Affiliate. Such overtime expenditures will be calculated at 1.5 times the specific Officer' s hourly salary, will be paid by Affiliate, andwill beno greaterthan:
Hourly Rate Overtime Hourly Rate
Effective Au" 1, 2018 $ 53. 21 79. 81
Effective August 1, 2019 $ 55. 02 82. 53
Effective August 1, 2020 $ 56. 90 85. 35
C. Reasonable Expenses. Affiliate shall reimburse Contractor for: ( a) reasonable and necessary business expenses incurred in connection with the performance of the Services if ( i) Affiliate approves the expenses in writing, in advance; (ii) the expensesrelatedirectlyto Contractor's performanceof Services; (iii) the expenses meet the requirements for reimbursement under the Affiliate Rules; and ( iv) Contractor submits receipts to Affiliate within 60 days of incurring the expenses. 210782]. 1097300 Page 7 of 9
Part III
INDEPENDENT CONTRACTOR AGREEMENT ( NON - CLINICAL LF)
HIPAA COMPLIANCE
HIPAA" means the Health Insurance Portability and Accountability Act of 1996 ( Public Law 104- 191), Title XIII of the American Recovery and Reinvestment Act of 2009 ( Public Law 111-005) and the rules, guidance and regulationspromulgatedthereunder, asamendedfrom time to time, including 45 Code of Federal Regulations, Parts 160 and 164.
NO ACCESS TO PHI
The Parties acknowledge and agree that Contractor and Personnel shall neither have nor require access to or use of any of Affiliate' s Sensitive Information ( defined below) or protected health information (" PHI"), as such term is defined underHIPAA, for purposesof Contractormeeting its obligations hereunder. Accordingly, the Parties agree that neither Contractornor Personnelshall haveaccessto or useof any SensitiveInformation or PHI. Any action by Contractor or Personnel to access Sensitive Information or PHI shall be a material breach of this Agreement. To the extent that Contractor and Personnel receive any personal information from patients, including Sensitive Information or PHI, Contractor and Personnel shall treat such information as strictly confidential and shall not disclose such information (other than asrequired by law) to any third party. Contractor shall be solely liable for any violations of privacy laws by Contractor and Personnel. " Sensitive Information" includes any information in any form that identifies, relatesto, describes, or is capableof being associatedwith a particular individual and that is not generally available to the public, such as social security number, employeeidentification number, tax identification number, passportnumber, driver' s license or stateidentification card number, insurancepolicy number, employment history, bank accountnumber, credit card number, debit cardnumber or any financial information. The terms of this Part III shall survive termination or expiration of this Agreement. 210782]. 10973041 Page 8 of 9
Part IV
INDEPENDENT CONTRACTOR AGREEMENT ( NON - CLINICAL LF)
INSURANCE REQUIREMENTS
Contractorshall obtain andcontinuouslymaintain during theterm hereofandfor not lessthanthree (3) yearsfollowing the Expiration Date or earlier termination of this Agreement the following insurance coverages naming Contractor and Personnel as named insureds:
a) Commercial and general liability insurancewith a limit of not less than $1,000,000 per occurrence and 3, 000, 000 annual aggregate.
b) Workers' Compensation insurance, as required by Laws. c) Employer' s liability insurancewith a limit of not lessthan $1,000,000 for eachoccurrence. d) Business automobile liability insurance covering hired, owned and non -owned vehicles used to provide Services under the Agreement, if applicable, with a limit of not less than $ 1,000, 000 for each occurrence. e) Errors and omissions insurance with a limit of not less than $ 1,000, 000 per occurrence and $ 3, 000, 000 annual aggregate.
Contractor shall provide Affiliate with certificates of insurance prior to the Effective Date and as of each annual renewal during the term of this Agreement. In the event of any modification, termination, expiration, non -renewal or cancellationof anyof suchinsurancepolicy, Contractorshallgivewrittennoticethereofto Affiliate notmorethanten 10) daysfollowingContractor'sreceiptof suchnotification. Contractormaymeettheobligationsof thisPartIV by being self- insured.
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