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4. DUTIES OF CONTRACTOR. Contractor shall provide individuals to perform the Services
<br />( "Patient Support Officers ") who have had no traffic violations in the five (5) years prior to the date of
<br />hire and who remain without a violation during their period of employment by Contractor. Contractor
<br />shall be responsible for compliance by the Patient Support Officers with all applicable state and federal
<br />laws, statutes, rules and regulations. Contractor will conduct criminal background checks and annual
<br />MVR's on all Patient Support Officers it provides to Client. Copies of background checks and annual
<br />MVR's will be provided to Client upon request. Further, Contractor will perform the Services in a manner
<br />that furthers Client's goal of accreditation with the applicable Joint Commission Standards and the
<br />Centers for Medicare and Medicaid. Additionally, Contractor will comply with all applicable miles,
<br />policies and procedures of Client, which Client provides to Contractor; and all applicable rules, policies
<br />and procedures of the hub, which is defined as the location(s) from which Patient Support Officers are
<br />dispatched ( "llub(s) "), which each Hub provides to Contractor. Contractor shall provide appropriate
<br />training for Patient Support Officers to include Crisis Intervention Training (C1T) and shall ensure that
<br />Patient Support Officers provide Services in accordance with commercially reasonable industry practices
<br />and standards. The Patient Support Officers shall at all times be under the sole control and direction of
<br />Contractor. The Patient Support Officers, while on duty, shall wear agreed upon uniforms, present a
<br />neat and orderly appearance, carry no weapons, and shall perform the Services in a courteous and
<br />respectful manner,
<br />S. INSURANCE AND LIMI'T'ATION OF LIABILITY. Contractor shall maintain the following
<br />insurance coverage: (i) workers' compensation insurance with statutory limits and employers liability in
<br />an amount of not less than $1,000,000 per accident for bodily injury and $1,000,000 per
<br />employee /aggregate for disease, (ii) automobile liability, with $5,000,000 combined single limit, covering
<br />bodily injury, including death and property damage, for liability arising from use of its owned, non -
<br />owned and hired vehicles, (iii) commercial general liability, including contractual liability, with coverage
<br />of $1,000,000 per occurrence/ $3,000,000 annual aggregate, and coverage extending to privacy /security
<br />violations with coverage of $1,000,000 per occurrence/$3,000,000 annual aggregate, (iv) professional
<br />liability with limits of $1,000,000 per claim7$3,000,000 aggregate, and (v) umbrella liability with limits
<br />of not less than $2,000,000 per occurrence. The umbrella shall apply on a "following form" basis and
<br />apply in excess to the employers liability, professional liability and commercial general liability; Client
<br />shall be named as an additional insured on all such insurance and certificates of insurance on a form and
<br />in a format acceptable to Client and shall be submitted to Client prior to commencement of any work
<br />under this Contract. Contractor's naming of Client as an additional insured shall afford coverage only to
<br />the extent of the indemnity provisions in this Contract and shall in no event be construed for any purpose
<br />whatsoever so as to make Contractor or the issuer of such policies responsible or liable in any way for the
<br />acts, errors, omissions, negligence (including joint, concurrent, independent or individual) or intentional
<br />bad acts of Client. Contractor shall provide Client notice of any cancellation or modification to coverage
<br />in accordance with the policy previsions. Client shall give notice to Contractor of any loss, damage,
<br />expense, claim, lawsuit, liability, fine or penalty (together referred to as "Claim") within thirty (30) days
<br />from receipt of notice of the Claim. No claim, demand or lawsuit regarding any such Claim shall be
<br />brought against Contractor by Client unless such notice is given.
<br />6. INDEMNITY AND LIMITATION OF LIABILITY. Client shall defend, indemnify and hold
<br />Contractor, and Contractor's respective parent company, subsidiaries, insurers, agents and employees,
<br />harmless against all liability, loss, damage and expenses (including reasonable attorneys' fees) resulting
<br />from or arising out of this Contract to the extent such liability, loss, damage or expense is proximately
<br />caused by the active negligence or willful act(s) by Client, including Client's agents, employees or
<br />subcontractors. Contractor shall defend, indemnify and hold Client, and Client's respective parent
<br />company, subsidiaries, insurers, agents and employees, harmless against all liability, loss, damage and
<br />expenses (including reasonable attorneys' fees) resulting from or arising out of this Contract to the extent
<br />such liability, loss, damage or expense is proximately caused by the negligent or willful bad act(s) or
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<br />Attachment number 3
<br />F -2 Page 74
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