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HomeMy WebLinkAbout2023-003-E-Health Dept-Circulation-Transportation services DocuSign Envelope ID:9341895D-616B-4A49-BE66-F415107E2F3B SECOND AMENDMENT TO PLATFORM SERVICES AGREEMENT This Second Amendment(this "Amendment") is made effective July 1, 2022 ("Effective Date"), by and between Orange County Health Department ("Client"),with offices at 300 W. Tryon Street, Hillsborough,NC 27278, and Circulation, Inc. ("Circulation"), with offices at 53 State Street, 23rd Floor, Boston, Massachusetts, 02109. Each may be referred to as a"Party" or collectively as the"Parties." WHEREAS, Client and Circulation entered into a Platform Services Agreement effective May 13, 2019 (the "PSA"), under which the Parties agreed to terms and conditions with respect to the provision of the Circulation software platform which enables on-demand and future ride booking and trip management focused on non-emergency medical transportation for eligible riders; WHEREAS, Client and Circulation entered into the First Amendment to the Platform Services Agreement effective May 13, 2020, under which the terms and conditions of the PSA were extended until May 12, 2021: and WHEREAS,Provider continued to perform services under the PSA following the expiration of the First Amendment to Platform Services Agreement on May 12, 2021; and WHEREAS, the Parties now wish to amend the PSA again as set forth in this Amendment; and WHEREAS, capitalized terms used herein without definition have the meanings given to them in the PSA. NOW, THEREFORE, the Parties agree as follows: 1. Payment Terms section of the Statement of Work is hereby amended and restated to read as follows: "The maximum amount payable by Client for the initial term of this Agreement shall not exceed $5500 a year unless amended in writing and signed by both parties." 2. Section 7.1 of the PSA is hereby amended and restated to read as follows: "Term. The term of this Agreement shall commence on the Effective Date and shall end at 11:59 p.m. on June 30, 2023." 3. All other terms and conditions of the PSA remain unchanged. This Amendment may be executed in counterparts, each of which shall constitute an original,but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Amendment. {SIGNATURE PAGE FOLLOWS) 1 DocuSign Envelope ID:9341895D-616B-4A49-BE66-F415107E2F3B IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the Effective Date set forth above. CIRCULATION, INC. DocuSigne'dd by:D �—' 6,)— By: "„�""""»VV Name: Marvi n Lewi s Title: VP of contracts and Pricing Date: 12/29/2022 ORANGE COUNTY HEALTH DEPARTMENT DocuSigned by: f* but, t�WMKAt,V'bj By: F477 Name: Bonnie Hammersley Title: County Manager Date: 1/4/2023 2 DocuSign Envelope ID:9341895D-616B-4A49-BE66-F415107E2F3B ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Circulation Party/Vendor Contact Person: Margie Driscoll Contact Phone: 215-317-2965 Party/Vendor Address: 53 State Street City Boston State: MA Zip: 02109 Department: Health Amount: 5500 Purpose: Transportation services Budget Code(s): 10414020-630000 (all projects) Vendor# 65642 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one) New ❑ Renewal ❑ Amendment ® Effective Date 7-1-22 Approved by Board Yes❑No❑ Agenda Date: ---For Section XIV. c.contracts only,Approved by Board in Current FY Budget Yes®No❑ This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Slgned by: 12/30/2 02 2 Department Director's Signature i6ZIMA S&Wof Date: Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: These services are an essential patient service to reduce a barrier to care.We have been waiting on the vendor to agree to the amendment and to supply the signer information in order to route the amendment. Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency of insurance standards, specifications,and requirements: Z (,awu,fl-o Slgned by: Office of the Risk Management Officer Date: 12/30/2022 DCF91}ESDOG98... Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: DocuSlgned by: Office of the Chief Financial Officer� Date: 1/4/2023 Legal Services This agreement is approved as to legal form and sufficiency: DocuSigned by: Office of the County Y Attorne AuryA&Piu^w Date: 1/4/2023 Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 06/21 DocuSign Envelope ID:9341895D-616B-4A49-BE66-F415107E2F3B DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 1 210 8/2 0 2 2 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 CONTACT MARSH USA,INC. NAME,PHONE FAX TWO ALLIANCE CENTER A/C No Ext: A/C No), 3560 LENOX ROAD,SUITE 2400 E-MAIL ATLANTA,GA 30326 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN102926104--GAWUP-21-23 INSURERA: Illinois Union Insurance Co 27960 INSURED INSURER B: ACE American Insurance Company 22667 Circulation,Inc. 1275 Peachtree Street,NE INSURER C: Scottsdale Insurance Company 41297 6th Floor INSURER D: Indemnity Ins Co Of North America 43575 Atlanta,GA 30309 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: ATL-005514101-00 REVISION NUMBER: o 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 EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DDIYYYY A X COMMERCIAL GENERAL LIABILITY X MLP G71128192 005 05/15/2022 05/15/2023 EACH OCCURRENCE $ 1,000,000 DAMAGE CLAIMS-MADE X� OCCUR PREM SES�RE a oNcur ence $ 50,000 MED EXP(Any one person) $ PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 X POLICY❑ PRO- JECT ❑ LOC PRODUCTS-COMP/OPAGG $ 1,000,000 OTHER: $ B AUTOMOBILE LIABILITY X ISA H25564832 05/15/2022 05/15/2023 COEaMBINED accident SINGLE LIMIT $ 2,000,000 X ANY AUTO BODILY INJURY(Per person) $ X OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident A UMBRELLA LIAB X OCCUR X XFL G27171060 010 05/15/2022 05/15/2023 EACH OCCURRENCE $ 10,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED RETENTION$ $ D WORKERS COMPENSATION WLR C68925885(AOS) 05/15/2022 05/15/2023 X STATUTE OERH AND EMPLOYERS'LIABILITY B ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N WLR C68925927(CA,MA) 05/15/2022 05115/2023 E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? � N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under 2,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Excess Liability HPS0000375 05/15/2022 05/11/2023 Limit 10M XS$10M DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION Orange County Health Department SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 300 W Tryon Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Hillsborough,NC 27278 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. 's ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:9341895D-616B-4A49-BE66-F415107E2F3B AGENCY CUSTOMER ID: CN102926104 LOC#: Atlanta AC"J?o ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA,INC. Circulation,Inc. 1275 Peachtree Street,NE POLICY NUMBER 6th Floor Atlanta,GA 30309 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance CRIME Policy No.:ELU182716-22 Carrier:XL Specialty Insurance Company Effective Dates:05/15/2022-05/15/2023 Limits:$10,000,000 Deductible:$50,000 CYBER SECURITY Policy No.:NR030008896301 Carrier:Endurance American Specialty Insurance Company Effective Dates:11/15/2021-05/15/2023 Limits:$5,000,000 SIR:$1,000,000 Policy No:E05TACEINA001 Carrier:Liberty Surplus Insurance Corporation Effective Dates:11115/2021-05115/2023 Limits:$5,000,000 xs$5,000,000 PROFESSIONAL LIABILITY Policy No.:MLP G71128192 005 Carrier:Illinois Union Insurance Company Effective Dates:05/15/2022-05/15/2023 Limits:$1,000,000 Deductible:$250,000 --------------------------------------------------------------- "The Umbrella policy evidenced above is subject to certain coinsurance as respects NEW hired and non-owned automobile liability" ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD